SecProbe.io

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 December 4, 2025

John Dolan
Chief Financial Officer
eHealth, Inc.
13620 Ranch Road 620 N, Suite A250
Austin, TX 78717

 Re: eHealth, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-33071
Dear John Dolan:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
</TEXT>
</DOCUMENT>

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 Document October 7, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jee Yeon Ahn and Michael Henderson Re:      eHealth, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Form 8-K filed August 6, 2025 File No. 001-33071 Dear Ladies and Gentlemen: eHealth, Inc. (the “Company,” “we,” “us” or “our”) submits this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated September 24, 2025, relating to our Form 10-K for the fiscal year ended December 31, 2024 (File No. 001-33071) filed with the Commission on February 27, 2025 (the “2024 Form 10-K”) and our Form 8-K filed with the Commission on August 6, 2025 (the “August 2025 Form 8-K”). In this letter, the comments from the Staff have been recited in italicized, bold type, and are followed by our response. Form 8-K filed August 6, 2025 Exhibit 99.1 Reconciliation of GAAP to Non-GAAP Financial Measures, page 13 1. We note that you present an adjustment to exclude “net adjustment revenue” in your determination of Non-GAAP net loss, Adjusted EBITDA excluding net adjustment revenue and Non-GAAP total revenue excluding net adjustment revenue. We also note your explanatory footnote disclosures on page 15. Please address the following: • Tell us and revise your disclosures in future filings to further clarify what these non-GAAP measures represent and how they are used. • Provide additional clarity as to what the net adjustment revenue amount represents and why you believe it is appropriate and meaningful to exclude these amounts. • Tell us whether the adjustment excluding net adjustment revenue has the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP and why you believe it does not represent individually tailored accounting that may cause the presentation of a non-GAAP measure to be misleading. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and & Disclosure Interpretations. 1      We acknowledge the Staff’s comments and respectfully advise the Staff that our future filings will no longer include an adjustment to exclude net adjustment revenue from Non-GAAP net income (loss), Adjusted EBITDA excluding net adjustment revenue and Non-GAAP total revenue excluding net adjustment revenue. To provide the Staff with additional clarity as to what the net adjustment revenue amount represents, please note the following: As disclosed on pages 81 and 82 of the 2024 Form 10-K, we account for revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers . Our revenue consists of commission revenue and other revenue. Our commission revenue is primarily comprised of commissions from health insurance carriers for plans approved during the reporting period, which include both fixed and variable amounts, and is therefore, computed using the estimated constrained lifetime value (“LTV”) of commissions that we expect to receive in accordance with ASC 606-10-32-8, ASC 606-10-32-11, 32-12 and 32-14. We recognize revenue for plans approved during the reporting period by applying the estimated constrained LTV at the time of approval for that plan. In addition, we monitor cash collections and performance for each existing cohort, which refers to approved members grouped by plan type and the effective month of the relevant plan, and we assess these results in relation to our most recently booked estimates. We evaluate any differences and to the extent we believe changes in our estimates of cash collections are indicative of an increase or decrease to prior period LTVs, we adjust revenue for the affected cohorts at the time such determination is made. Adjustments increasing revenue are only recognized when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. This results in net adjustment revenue, or adjustments to revenue recognized for existing plans approved in prior periods. We recompute LTVs for all existing cohorts approved in prior periods on a quarterly basis and changes in LTV may result in an increase or a decrease to revenue and a corresponding increase or decrease to contract assets – commissions receivable. Net adjustment revenue is separately disclosed from commission revenue generated from members approved during the respective reporting period in the summary of commission revenue by segment table as shown on page 88 of the 2024 Form 10-K and on page 9 of Exhibit 99.1 to the August 2025 Form 8-K. We respectfully refer the Staff to pages 80-82 and 87-88 of the 2024 Form 10-K for additional disclosure regarding our net adjustment revenue. To provide further clarity in our future filings, we intend to revise our current disclosures regarding net adjustment revenue. * * * * * Please direct your questions or comments to me at (737) 248-2340. Very truly yours, /s/ John Dolan John Dolan Chief Financial Officer (Principal Financial and Accounting Officer) cc:     Gavin Galimi, Esq., eHealth, Inc. Patrick J. Schultheis, Esq. and Victor Nilsson, Esq., Wilson Sonsini Goodrich & Rosati, Professional Corporation 2

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 September 24, 2025

John Dolan
Chief Financial Officer
eHealth, Inc.
13620 Ranch Road 620 N, Suite A250
Austin, TX 78717

 Re: eHealth, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 8-K filed August 6, 2025
 File No. 001-33071
Dear John Dolan:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 8-K filed August 6, 2025
Exhibit 99.1
Reconciliation of GAAP to Non-GAAP Financial Measures, page 13

1. We note that you present an adjustment to exclude net adjustment
revenue in your
 determination of Non-GAAP net loss, Adjusted EBITDA excluding net
adjustment
 revenue and Non-GAAP total revenue excluding net adjustment revenue. We
also
 note your explanatory footnote disclosures on page 15. Please address
the following:
 Tell us and revise your disclosures in future filings to further
clarify what these
 non-GAAP measures represent and how they are used.
 Provide additional clarity as to what the net adjustment revenue
amount represents
 and why you believe it is appropriate and meaningful to exclude
these amounts.
 Tell us whether the adjustment excluding net adjustment revenue has
the effect of
 changing the recognition and measurement principles required to be
applied in
 accordance with GAAP and why you believe it does not represent
individually
 tailored accounting that may cause the presentation of a non-GAAP
measure to be
 September 24, 2025
Page 2

 misleading. Refer to Question 100.04 of the Non-GAAP Financial
Measures
 Compliance and & Disclosure Interpretations.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Jee Yeon Ahn at 202-551-3673 or Michael Henderson at
323-965-3807
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
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 Document August 13, 2025 Re:    eHealth, Inc. Registration Statement on Form S-3 Filed August 7, 2025 File No. 333-289376 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, DC 20549 Attention: Madeleine Joy Mateo Dear Ms. Joy Mateo: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m. ET on August 15, 2025 or as soon thereafter as is practicable. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Sincerely, EHEALTH, INC. By: /s/ Gavin Galimi         Gavin Galimi Senior Vice President, General Counsel and Secretary

August 12, 2025
Francis Soistman
Chief Executive Officer
eHealth, Inc.
13620 Ranch Road 620 N. Suite A250
Austin, TX 78717
Re:eHealth, Inc.
Registration Statement on Form S-3
Filed August 7, 2025
File No. 333-289376
Dear Francis Soistman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Victor Nilsson, Esq.

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Document

September 2, 2022

Re:      eHealth, Inc.

Registration Statement on Form S-3

Filed August 24, 2022

File No. 333-267048

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, DC 20549

Attention: David Lin

Dear Mr. Lin:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m. ET on September 7, 2022 or as soon thereafter as is practicable.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Sincerely,

EHEALTH, INC.

By:    /s/ Gavin Galimi

Gavin Galimi

Senior Vice President, General Counsel and Secretary

United States securities and exchange commission logo
September 1, 2022
Francis Soistman
Chief Executive Officer
eHealth, Inc.
2625 Augustine Drive, Second Floor
Santa Clara, CA 95054
Re:eHealth, Inc.
Registration Statement on Form S-3
Filed August 24, 2022
File No. 333-267048
Dear Mr. Soistman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
June 16, 2020
Derek N. Yung
Chief Financial Officer
eHealth, Inc.
2625 Augustine Drive
Second Floor
Santa Clara, California 95054
Re:eHealth, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 2, 2020
File No. 001-33071
Dear Mr. Yung:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

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Document

May 29, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

Attn: Mark Brunhofer and Sharon Blume

100 F Street, N.E.

Washington, D.C. 20549

RE:  eHealth, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2019

 Filed March 2, 2020

 File No. 001-33071

Ladies and Gentlemen:

eHealth, Inc. (the “Company”, “we”, “us”) submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated May 6, 2020 relating to our Form 10-K for the fiscal year ended December 31, 2019 (File No. 000-33071) originally filed with the Commission on March 2, 2020 (the “2019 Form 10-K”).

In this letter, the comments from the Staff have been recited in italicized, bold type, and each comment is followed by our response.

Form 10-K for the Fiscal Year Ended December 31, 2019

Management's Discussion and Analysis of Financial Condition and Results of Operations

Member Acquisition, page 50

1.In the footnotes to the table on page 51 you describe how you calculate the variable cost per member presented in the table. You disclose in each instance that the denominator is a derived metric and describe how you calculated that divisor, but do not appear to disclose the rationale behind the computation. For each footnote in the table on page 51, please tell us why you calculate the divisor the way you do. In your response address each component, and tell us why some individual components themselves are divided by either three or four. In addition, tell us your consideration for disclosing this information in your filing or tell us where you disclose it.

We disclose variable cost per approved member in our Form 10-K as a general measure of the effectiveness of our member acquisition investments for the two primary product groups that we sell. We provide one metric for our sale of Medicare Advantage, Medicare Supplement and Medicare Part D Prescription drug plans (collectively, “Medicare Plans”). We provide another metric for the sale of our individual and family plans and short-term health insurance (collectively, “IFP Plans”). Our marketing, advertising and customer care and enrollment expenses are broad investments to acquire Medicare Plan members and IFP Plan members. These investments are generally not targeted to certain specific products within our Medicare Plan business or within our IFP Plan business. Our products within our Medicare Plan and IFP Plan businesses have different constrained life time values (“LTVs”). We believe a way to measure the effectiveness with which we obtain new members with different LTVs is to allocate costs based on the value of the new members acquired. Thus, we allocate more costs to plans with higher LTV’s than we do to plans with a lower LTV.

1

The numerator used to calculate each metric is the portion of the respective operating expenses for marketing and advertising and customer care and enrollment that is directly related to member acquisition for all Medicare Plans and for all IFP Plans, respectively. The denominator used to calculate each metric is based on a derived metric that represents the relative value of the new members acquired. For Medicare Plans, we call this derived metric Medicare Advantage (“MA”)-equivalent members, and for IFP Plans, we call this derived metric IFP-equivalent members. The calculations for MA-equivalent members and for IFP-equivalent members are based on the weighted number of approved members for Medicare Plans and IFP Plans during the period.

Since we are not able to segregate costs by specific product within the two product groups as much of the costs are not targeted at specific products, we believe that computing variable cost per member by dividing marketing, advertising and customer care and enrollment costs by member, with members adjusted for the relative LTV of the product they are purchasing, is a proxy for determining the efficiency of our selling and marketing efforts. When we started reporting these metrics around the time of our adoption of ASC 606, the LTV of Medicare Part D prescription drug plan approved members was between one-third and one-fourth the LTV of approved members for Medicare Advantage and Medicare Supplement plans. Thus, we weigh a Medicare Part D member to be 25% of a Medicare Advantage member and a Medicare Supplement member to derive MA-equivalent members. The LTV of short term health insurance plan members was between one-half and one-third the LTV of major medical individual and family health insurance plans, so we weigh a short term insurance plan member to be 33% of a major medical individual and family health insurance plan member to derive IFP-equivalent members. We used the greater factor (four for Medicare Part D prescription drug plans and three for short term health insurance plans), which has the effect of increasing the cost per approved member.

In light of this comment, we will revise the disclosure in the footnotes to the metrics in future filings to more specifically indicate why we give more or less weight to certain members in the denominator of the calculation.

Notes to Consolidated Financial Statements

Note 1 - Summary of Business and Significant Accounting Policies Commission Revenue, page 80

2.You disclose here that health insurance carriers are your customers yet you disclose or imply throughout your filing that the policyholders are your customers. In this regard, for example, on page 5 you indicate that you actively market various products to your “Medicare-eligible customers” and to your “individual and family and small business customers” and in your revenue recognition policy note on page 80 you discuss your customer care centers which appear to be accessed by policyholders. Please tell us how the identification of policyholders as customers is consistent with your determination for accounting purposes that the health insurance carriers are your customers. In your response, tell us how this apparent discrepancy is either meaningful to investors or, at a minimum, not confusing.

Similar to other public companies who operate as health insurance agents, we define policyholders as customers in general discussions of our business because individuals who obtain coverage through a health insurance agent are commonly referred to as customers in the health insurance industry. We also routinely called applicants who applied for insurance through our platform, “customers” in our filings with the Commission and marketing materials prior to the adoption of ASC 606. While we use the term “customers” when discussing how we serve individuals who obtain insurance through our platform, health insurance carriers are our “customers” under ASC 606.

ASC 606 defines a customer as “a party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration”. We enter into written

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agency contractual agreements with health insurance carriers outlining the payment terms and amount of commission that we earn on each policy sold. We do not have a contract with the applicant who purchases an insurance plan through our websites or call centers. Applicants are not obligated in any way to make payments to us, and we do not receive payments from them. Accordingly, we have concluded that our customers, as prescribed by ASC 606 and for purposes of revenue recognition, are the insurance carriers.

Our 2018 and 2019 Annual Reports on Form 10-K include Critical Accounting Policies and Notes to Consolidated Financial Statements disclosures that clearly state that the insurance carriers are our customers for purposes of ASC 606 and revenue recognition. This concept is described specifically in our 2019 Form 10-K on page 65 in the discussion of Critical Accounting Policies and Estimates, where we state, in part, that “our commission revenue results from approval of an application from health insurance carriers, which we define as our customers…” and also on page 80 where we provide a similar disclosure in the Notes to Consolidated Financial Statements.

These disclosures are clear that under ASC 606 health insurance carriers are our only customers. We believe that investors are not confused by our use of the word “customer” to describe policyholders in general discussions regarding our business due to our specific disclosures relating to health insurance carriers being our customers under ASC 606 and because individuals who obtain coverage through a health insurance agent are commonly referred to as “customers” in the health insurance industry generally. However, in future filings, we will revise our disclosures in our filings with the Commission to make it even clearer that our customers are health insurance carriers from an accounting perspective under ASC 606. Specifically, we will indicate that while we refer to policyholders as our customers, insurance carriers are our customers under ASC 606.

Note 2 - Revenue

Revenue Recognition Based on Estimated Constrained LTV, page 85

3.On page 86 you disclose that you had sufficient additional information with respect to increases in LTVs and estimates of future cash collections related to prior period cohorts to recognize adjustment revenue related to these prior period cohorts in 2019. You then disclose that you recognized $50.8 million of adjustment revenue for Medicare Advantage plans during the fourth quarter of 2019. Please address the following:

•Tell us what additional information surfaced in the fourth quarter of 2019 prompting recognition of additional revenue in that quarter.

•Tell us what enhancements you made to your Medicare Advantage LTV estimation models in the fourth quarter of 2019 that provide greater statistical certainty on expected cash collections. Tell us why you made these enhancements.

As disclosed in our filings with the Commission, we organize approved health insurance applications by the month of the policy effective date and the type of plan in “cohorts”. We calculate revenue by estimating a LTV that is applied to each cohort and is based on three inputs: (1) the rate at which approved members convert to paying members, (2) expected member attrition, and (3) the commission rates we expect to receive per paying member. These inputs into our LTV calculations are based on historical information and are computed for each product offering. Per ASC 606-10-32-5, in determining transaction price, we estimate commission revenue and apply a constraint in accordance with ASC 606-10-32-11, which states that an entity shall include in the transaction price some or all of an amount of variable consideration estimated in accordance with paragraph 606-10-32-8 only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Further, per ASC

3

606-10-32-14, at the end of each reporting period, an entity shall update the estimated transaction price (including updating its assessment of whether an estimate of variable consideration is constrained) to represent faithfully the circumstances present at the end of the reporting period and the changes in circumstances during the reporting period.

In accordance with ASC 606-10-32-14, we regularly review and continue to enhance the predictive accuracy of our processes used to estimate LTVs as we obtain additional data and gain more information on how various factors impact member behavior, including the impact of such behavior on member attrition, and update our models and processes accordingly. Medicare Advantage policies can be active over a relatively long period of time. The collection period for some Medicare Advantage plan members is as long as 12 years, over which commissions are expected to be received. As a result, we update our estimates of LTV on a quarterly basis for all outstanding cohorts to assess whether revenue should be adjusted. Our estimates of LTV are subject to significant volatility and judgment, particularly during the first few years of the life of a cohort. Thus, increases or decreases to the LTV of a cohort in any given period may or may not be indicative of the need to revise the estimated transaction price of renewals from our existing members. Consistent with ASC 606-10-32-8 and 32-9, we also consider all available information and apply judgment in assessing whether the observable inputs will result in an increase or decrease to the LTV of a cohort.

During 2019, we experienced significant fluctuations (both increases and decreases) in the LTVs of certain Medicare Advantage cohorts, particularly earlier period cohorts. There was also significant uncertainty as to the impact of the Medicare Advantage Open Enrollment Period (“OEP”) on member attrition and LTV, including whether prior member behavior would be indicative of future member attrition due to the increasing volume of our members. While LTVs were trending upward for earlier cohorts, we did not recognize the incremental adjustment revenue after considering factors outside of our influence and our experience in the business and industry per the accounting guidance in ASC 606-10-32-11 and 12. Prior to the fourth quarter of 2019, we were not able to conclude that it was probable that a significant reversal in the amount of cumulative revenue recognized would not occur.

As background, the Centers for Medicare and Medicaid Services (“CMS”) revived the OEP for the first quarter of 2019. The OEP had not existed for many years before the first quarter of 2019. During the OEP in the first quarter of 2019, Medicare Advantage plan policyholders could change their plans or disenroll from them and return to the original Medicare program outside of the Medicare Annual Enrollment Period that occurs every year during the fourth quarter. The new opportunity to change or disenroll from Medicare Advantage plans during the first quarter of 2019 OEP had a direct impact on member attrition of cohorts that had enrolled prior to 2019. Attrition is an important input in calculating our Medicare Advantage plan LTVs.

Our Medicare Advantage plan members grew at a rapid pace during 2019 and increased by approximately 130,000, or 88%, in 2019 compared to 2018, which required us to invest in better and more scalable tools to support such growth. During 2019, we began evaluating whether historical patterns of member behavior, particularly in light of the newly revived OEP, would be good indicators of future member behavior, particularly with respect to member attrition and its impact on estimated LTVs. With the OEP set to occur again in the first quarter of 2020, we believed there could be more changes to patterns related to member attrition of prior cohorts, since we had observed significant changes to member attrition after the OEP that occurred in the first quarter of 2019.

Due to the expected occurrence of the OEP in the first quarter of 2020, the impact of the 2019 OEP on member attrition, and the significant increase in our Medicare Advantage plan enrollment, we engaged a valuation firm in 2019 to migrate our existing LTV model from Excel to a more powerful tool that was better equipped to handle the current and expected volumes of data from our increased membership levels and to incorporate more robust statistical capabilities to analyze and better estimate LTVs. The

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enhanced model was built using Python and incorporated a generalized Kaplan–Meier approach, which is a non-parametric statistical model used to estimate member attrition from lifetime data and was completed in December 2019. By the quarter ended December 31, 2019, we also had the benefit of member attrition data that informed us about the impact of the re-adop

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eHealth, Inc.

2625 Augustine Drive, Second Floor

Santa Clara, CA 95054

May 20, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E. Washington, D.C. 20549

Attention:     Mark Brunhofer and Sharon Blume

Re: eHealth, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2019

 Filed March 2, 2020

 File No. 001-33071

Ladies and Gentlemen:

This letter is being submitted in reference to the Securities and Exchange Commission’s letter to eHealth, Inc. dated May 6, 2020 (the “Comment Letter”).

eHealth respectfully requests an extension of time to respond to the inquiries contained in the Comment Letter. We currently anticipate submitting a response to the Comment Letter on or before May 29, 2020.

Please contact the undersigned at (650) 210-3162 with any questions or comments you may have regarding this letter. Thank you for your assistance.

Very truly yours,

/s/  Derek N. Yung

Derek N. Yung

Chief Financial Officer

(Principal Financial and Accounting Officer)

cc: Scott Giesler, Esq., eHealth, Inc.

 Patrick J. Schultheis, Esq., and Jeana Kim, Esq., Wilson Sonsini Goodrich & Rosati, P.C.

 Richard Ramko, Partner, Ernst & Young LLP

United States securities and exchange commission logo
May 6, 2020
Derek N. Yung
Chief Financial Officer
eHealth, Inc.
2625 Augustine Drive
Second Floor
Santa Clara, California 95054
Re:eHealth, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 2, 2020
File No. 001-33071
Dear Mr. Yung:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within 10 business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Management's Discussion and Analysis of Financial Condition and Results of Operations
Member Acquisition, page 50
1.In the footnotes to the table on page 51 you describe how you calculate the variable cost
per member presented in the table.  You disclose in each instance that the denominator is a
derived metric and describe how you calculated that divisor, but do not appear to disclose
the rationale behind the computation.  For each footnote in the table on page 51, please
tell us why you calculate the divisor the way you do.  In your response address each
component, and tell us why some individual components themselves are divided by either
three or four.  In addition, tell us your consideration for disclosing this information in your
filing or tell us where you disclose it.
Notes to Consolidated Financial Statements

 FirstName LastNameDerek N. Yung
 Comapany NameeHealth, Inc.
 May 6, 2020 Page 2
 FirstName LastNameDerek N. Yung
eHealth, Inc.
May 6, 2020
Page 2
Note 1 - Summary of Business and Significant Accounting Policies
Commission Revenue, page 80
2.You disclose here that health insurance carriers are your customers yet you disclose or
imply throughout your filing that the policyholders are your customers.  In this regard, for
example, on page 5 you indicate that you actively market various products to your
“Medicare-eligible customers” and to your “individual and family and small business
customers” and in your revenue recognition policy note on page 80 you discuss your
customer care centers which appear to be accessed by policyholders.  Please tell us how
the identification of policyholders as customers is consistent with your determination for
accounting purposes that the health insurance carriers are your customers.  In your
response, tell us how this apparent discrepancy is either meaningful to investors or, at a
minimum, not confusing.

Note 2 - Revenue
Revenue Recognition Based on Estimated Constrained LTV, page 85
3.On page 86 you disclose that you had sufficient additional information with respect to
increases in LTVs and estimates of future cash collections related to prior period cohorts
to recognize adjustment revenue related to these prior period cohorts in 2019.  You then
disclose that you recognized $50.8 million of adjustment revenue for Medicare Advantage
plans during the fourth quarter of 2019.  Please address the following:
•Tell us what additional information surfaced in the fourth quarter of 2019 prompting
recognition of additional revenue in that quarter.
•Tell us what enhancements you made to your Medicare Advantage LTV estimation
models in the fourth quarter of 2019 that provide greater statistical certainty on
expected cash collections.  Tell us why you made these enhancements.
•Tell us what role, if any, Mr. Robert Hurley took in your revenue recognition
practices, in general, and the enhancements identified in the preceding bullet, in
particular.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Mark Brunhofer at (202) 551-3638 or Sharon Blume at (202) 551-
3474 with any questions.
Sincerely,
Division of Corporation Finance

 FirstName LastNameDerek N. Yung
 Comapany NameeHealth, Inc.
 May 6, 2020 Page 3
 FirstName LastName
Derek N. Yung
eHealth, Inc.
May 6, 2020
Page 3
Office of Finance

October 23, 2019
Derek N. Yung
Chief Financial Officer
eHealth, Inc.
2625 Augustine Drive, Second Floor
Santa Clara, CA 95054
Re:eHealth, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 14, 2019
File No. 001-33071
Dear Mr. Yung:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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eHealth, Inc.

2625 Augustine Drive

Second Floor

Santa Clara, CA 95054

October 17, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Rolf Sundwall and Mary Mast

Re:

 eHealth, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed March 14, 2019

File No. 000-33071

Ladies and Gentlemen:

eHealth, Inc. (the “Company”) submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated October 3, 2019, relating to the Company’s Form 10-K for the fiscal year ended December 31, 2018 (File No. 000-33071) originally filed with the Commission on March 14, 2019 (the “2018 Form 10-K”).

In this letter, the comments from the Staff have been recited in italicized, bold type, and each comment is followed by the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2018

Financial Statements

Consolidated Statements of Stockholders’ Equity, page 81

1.

 Refer to your response to our prior comment 1.  Please confirm for us that you will separately disclose the total cumulative effect of adoption of ASC 606 on your retained earnings as of the earliest period presented in your Form 10-Q for the period ended September 30, 2018 and your Form 10-K for the fiscal year ended December 31, 2019 on the face of the Statement of Stockholders' Equity or within a footnote on that financial statement.

The Company confirms that we will separately disclose within our footnotes, as requested by the Staff, the total cumulative effect of adoption of ASC 606 on our retained earnings as of the

earliest period presented in both our Form 10-Q for the period ended September 30, 2019 and also our Form 10-K for the fiscal year ending December 31, 2019.

Notes to Consolidated Financial Statements

Note 1 - Summary of Business and Significant Accounting Policies

Commission Revenue, page 86

2.

 Refer to your response to our prior comment 2.  Given the significance of the estimated average policy life in your determination of the constrained lifetime value of commissions recognized currently as commission revenue, please provide draft disclosure to be included in future periodic filings disclosing the estimated average policy life for your major categories of plan types.

The Company’s initial response to comment 2 in the Commission’s letter dated September 12, 2019 included a description of the significant inputs into our lifetime value (“LTV”) calculations which are utilized for recognition of commission revenue under ASC 606.  The policy duration input (referred to in our previous response as expected member attrition) is determined using historical data. Given the significance of policy duration in the determination of LTV, the Company proposes adding to its existing  disclosures related to LTV in the footnotes to its financial statements in future periodic filings and providing disclosure similar to the following:

Our estimate of commission revenue for each product line is based on a number of assumptions, which include, but are not limited to, estimating conversion of an approved member to a paying member, forecasting health insurance plan duration, and forecasting the commission amounts likely to be received per member. These assumptions are based on historical trends and incorporate management’s judgment in interpreting those trends and in applying the constraints.  For our Medicare business, which represented 84% of our total commission revenue for the year ended December 31, 2018, the estimated average plan duration used to calculate Medicare health insurance plan LTVs historically has been approximately 3 years for Medicare Advantage plans, approximately 5 years for Medicare Part D prescription drug plans, and approximately 5.5 years for Medicare Supplement plans.  The estimated average policy duration used to calculate the LTV for major medical individual and family health insurance plans historically has been approximately 1.5 to 2 years.  For Short Term health insurance plan LTVs, the estimated average policy duration historically has been less than six months.  For all other ancillary health insurance plan LTVs, the estimated average policy duration has historically varied from 1 to 3 years.

*  *  *  *  *

Please direct your questions or comments to me at (650) 210-3162.

Very truly yours,

/s/  Derek N. Yung

Derek N. Yung

Chief Financial Officer

(Principal Financial and Accounting Officer)

cc:

 Scott Giesler, Esq., eHealth, Inc.

Patrick J. Schultheis, Esq., John Randall Lewis, Esq., and Jeana S. Kim, Esq., Wilson Sonsini Goodrich & Rosati, Professional Corporation,

Richard Ramko, Partner, Ernst & Young LLP

October 3, 2019
Derek N. Yung
Chief Financial Officer
eHealth, Inc.
2625 Augustine Drive, Second Floor
Santa Clara, CA 95054
Re:eHealth, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 14, 2019
File No. 001-33071
Dear Mr. Yung:
            We have reviewed your September 23, 2019 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in
our September 5, 2019 letter.
Form 10-K for the Fiscal Year Ended December 31, 2018
Financial Statements
Consolidated Statements of Stockholders' Equity, page 81
1.Refer to your response to our prior comment 1.  Please confirm for us that you will
separately disclose the total cumulative effect of adoption of ASC 606 on your retained
earnings as of the earliest period presented in your Form 10-Q for the period ended
September 30, 2018 and your Form 10-K for the fiscal year ended December 31, 2019 on
the face of the Statement of Stockholders' Equity or within a footnote on that financial
statement.

 FirstName LastNameDerek N. Yung
 Comapany NameeHealth, Inc.
 October 3, 2019 Page 2
 FirstName LastName
Derek N. Yung
eHealth, Inc.
October 3, 2019
Page 2
Notes to Consolidated Financial Statements
Note 1 - Summary of Business and Significant Accounting Policies
Commission Revenue, page 86
2.Refer to your response to our prior comment 2.  Given the significance of the estimated
average policy life in your determination of the constrained lifetime value of commissions
recognized currently as commission revenue, please provide draft disclosure to be
included in future periodic filings disclosing the estimated average policy life for your
major categories of plan types.
            You may contact Rolf Sundwall at 202-551-3105 or Mary Mast at 202-551-3613 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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		Document

eHealth, Inc.

2625 Augustine Drive

Second Floor

Santa Clara, CA 95054

September 23, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Rolf Sundwall and Mary Mast

Re:

 eHealth, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed March 14, 2019

File No. 000-33071

Ladies and Gentlemen:

eHealth, Inc. (the “Company”) submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated September 5, 2019, relating to the Company’s Form 10-K for the fiscal year ended December 31, 2018 (File No. 000-33071) originally filed with the Commission on March 14, 2019 (the “2018 Form 10-K”).

In this letter, the comments from the Staff have been recited in italicized, bold type, and each comment is followed by the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2018

Financial Statements

Consolidated Statements of Stockholders’ Equity, page 81

1.

 Please tell us your consideration of separately disclosing the total cumulative effect of the adoption of ASC 606 on your retained earnings as of December 31, 2015. Refer to ASC 250-10-50-1.

We respectfully advise the Staff that we adopted ASC 606, “Revenue from Contracts with Customers” (“ASC 606”) effective January 1, 2018, using the full retrospective method to restate each prior reporting period presented.  Upon reviewing our disclosure, we have determined that disclosure of the cumulative effect of the adoption of ASC 606 on retained earnings was not

included in the 2018 Form 10-K.  Notwithstanding, the amount is able to be computed from other information contained within the filing by comparing the change in retained earnings from December 31, 2014 to 2015 with the net income for the year ended December 31, 2015, each as set forth in Item 6 of the 2018 Form 10-K.  We also commit to specifying in our Form 10-K for the year ending December 31, 2019 the amount of, and providing an explanation for, the adjustment to retained earnings as a result of the impact of the adoption of ASC 606 in our Selected Financial Data table in Item 6.

2.

 Please tell us your consideration of disclosing the significant judgments in estimating the total lifetime commissions. In this respect, please tell us the time periods considered for each plan type and the specific constraints you consider in determining the percentages disclosed on page 87. Refer to ASC 606-10-50-1b.

The significant inputs into the Company’s lifetime value or “LTV” calculations are based on historical information and are computed for each product offering.  The three primary inputs to LTV are the rate at which approved members convert to paying members, expected member attrition, and the commission rates expected to be received per paying member.  The Company analyzes historical data to determine these inputs to the calculation of LTV, and application of them to determine LTV does not involve significant judgments.  The historical periods used in calculating LTV for all Medicare products, which made up 84% of the Company’s commission revenue for the year ended December 31, 2018 is five to seven years.  The historical period used in determining LTV for other products varies depending on the history the Company has been selling those products and the duration the Company has determined to be appropriate for estimating LTVs.  The inputs to LTV are not particularly judgmental because, as noted above, they are based on historical data. To determine transaction price, the Company applies a constraint to LTV in accordance with ASC 606-10-32-11.  Thus, LTV less the constraint is the basis for revenue recognition.

Judgments that can be significant in estimating transaction price are related to the constraint.  To determine the constraints to be applied to LTV, the Company compares prior calculations of LTV to actual cash received and reviews the reasons for any differences.  The Company then applies judgment in assessing whether the difference between historical cash collections and LTV is representative of differences that can be expected in future periods.  The Company also analyzes whether circumstances have changed and considers any known or potential modifications to the inputs into LTV and the factors that can impact the amount of cash expected to be collected in future periods such as commission rates, carrier mix, policy duration, changes in laws and regulations, and cancellations of insurance plans offered by health insurance carriers with which the Company has a relationship.

The Company discusses the inputs for its constrained LTV estimates in Footnote 1, Summary of Business and Significant Accounting Policies, on pages 86 and 87 of the 2018 Form 10-K.  Further, Item 1A, Risk Factors, also discusses the Company’s considerations associated with our constrained LTV calculations on pages 15 and 16 of the 2018 Form 10-K.  Specifically, and among other things, the Company (i) provides the inputs to its calculation of LTV; (ii) discloses that the inputs are based on historical trends and incorporate management’s judgment in interpreting the trends and in applying the constraints; and (iii) indicates that when assessing the appropriateness of the constraint that the Company assesses factors that could impact its estimate based on current trends impacting its business.

In light of the Commission’s comment, the Company proposes including additional disclosure in the footnotes to its financial statements in future filings that more specifically indicates (i) that judgments that can be significant in estimating LTVs are related to the constraint; (ii) that the Company reviews the reasons for differences between historical calculations of LTV and actual cash collections and determines whether the reason for the differences are applicable to future periods; and (iii) that in determining the constraints to be applied to LTV the Company considers any known or potential modifications to factors that could impact cash collections in future periods such as commission rates, carrier mix, policy duration, changes in laws and regulations, and cancellations of insurance plans offered by the Company’s carrier partners.

*  *  *  *  *

Please direct your questions or comments to me at (650) 210-3162.

Very truly yours,

/s/  Derek N. Yung

Derek N. Yung

Chief Financial Officer

(Principal Financial and Accounting Officer)

cc:

 Scott Giesler, Esq., eHealth, Inc.

Patrick J. Schultheis, Esq., John Randall Lewis, Esq., and Jeana S. Kim, Esq., Wilson Sonsini Goodrich & Rosati, Professional Corporation,

Richard Ramko, Partner, Ernst & Young LLP

CORRESP
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eHealth, Inc.

2625 Augustine Drive, Second Floor

Santa Clara, CA 95054

September 19, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Rolf Sundwall and Mary Mast

Re: eHealth, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed March 14, 2019

File No. 000-33071

Ladies and Gentlemen:

This letter is being submitted in reference to the Securities and Exchange Commission’s letter to eHealth, Inc. dated September 5, 2019 (the “Comment Letter”).

eHealth respectfully requests an extension of time to respond to the inquiries contained in the Comment Letter. We currently anticipate submitting a response to the Comment Letter on or before September 26, 2019.

Please contact the undersigned at (650) 210-3162 with any questions or comments you may have regarding this letter. Thank you for your assistance.

Very truly yours,

/s/ Derek N. Yung

Derek N. Yung

Chief Financial Officer

(Principal Financial and Accounting Officer)

cc:

 Scott Giesler, Esq., eHealth, Inc.

Patrick J. Schultheis, Esq., John Randall Lewis, Esq., and Jeana S. Kim, Esq., Wilson Sonsini Goodrich & Rosati, Professional Corporation,

Richard Ramko, Partner, Ernst & Young LLP

September 5, 2019
Derek N. Yung
Chief Financial Officer
eHealth, Inc.
2625 Augustine Drive, Second Floor
Santa Clara, CA 95054
Re:eHealth, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 14, 2019
File No. 001-33071
Dear Mr. Yung:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Financial Statements
Consolidated Statements of Stockholders' Equity, page 81
1.Please tell us your consideration of separately disclosing the total cumulative effect of the
adoption of ASC 606 on your retained earnings as of December 31, 2015.  Refer to ASC
250-10-50-1.
Notes to Consolidated Financial Statements
Note 1 - Summary of Business and Significant Accounting Policies
Revenue Recognition, page 85
2.Please tell us your consideration of disclosing the significant judgments in estimating the
total lifetime commissions. In this respect, please tell us the time periods considered for
each plan type and the specific constraints you consider in determining the percentages
disclosed on page 87. Refer to ASC 606-10-50-1b.

 FirstName LastNameDerek N. Yung
 Comapany NameeHealth, Inc.
 September 5, 2019 Page 2
 FirstName LastName
Derek N. Yung
eHealth, Inc.
September 5, 2019
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Rolf Sundwall at 202-551-3105 or Mary Mast at 202-551-3613 if you
have questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

November 18, 2010

Gary L. Lauer
Chairman of the Board of Directors,  President and Chief Executive Officer
eHealth, Inc.
440 East Middlefield Road
Mountain View, CA 94043

Re:  eHealth, Inc.
Form 10-K
Filed March 5, 2010
File No. 001-33071

Dear Mr. Lauer:

We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Jeffrey Riedler Assistant Director

CORRESP
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SEC Response Letter

CONFIDENTIAL TREATMENT REQUESTED BY

EHEALTH, INC. (1-33071)

FOIA CONFIDENTIAL TREATMENT REQUEST

 CERTAIN INFORMATION IN THIS LETTER HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN
REPLACED IN THIS LETTER WITH [***].

 November 2, 2010

Via EDGAR & Overnight Delivery

U.S. Securities and Exchange Commission

SUBMITTED PURSUANT TO A

Division of Corporation Finance

REQUEST FOR CONFIDENTIAL TREATMENT AND

100 F Street, N.E.

PURSUANT TO 17 C.F.R. 200.83

Washington, D.C. 20549

 Attention:

Jeffrey P. Riedler, Assistant Director

Suzanne Hayes, Branch Chief

Johnny Gharib, Staff Attorney

Re:

eHealth, Inc.

Form 10-K for the fiscal year ended December 31, 2009

Filed March 5, 2010

File No. 001-33071

 Dear Sirs and Madam:

 On behalf of eHealth, Inc. (the “Company”), we hereby submit this letter in response to the comment contained in the
Securities and Exchange Commission staff’s (the “Staff”) letter dated September 28, 2010 (the “Comment Letter”) relating to the above referenced filing.

 Form 10-K filed March 5, 2010

 Carrier Relationships, page 4

 1. We note your response to comment 1. Please tell us the amount of commissions relating to past
sales of each of the carrier’s products you would expect to receive next year. Additionally, tell us the basis for your belief that your customers would be likely to purchase health insurance products from one of your alternative health
insurance carriers. Alternatively, provide a detailed discussion of each of the agreements with Aetna, Wellpoint and UnitedHealthcare and file the agreements.

 Company Response:

 As discussed with the Staff on October 25,
2010, the second sentence of the above comment was intended to request commission data related to the most recently completed fiscal year, rather than “next year.”

 CONFIDENTIAL TREATMENT REQUESTED
BY

 EHEALTH, INC. (1-33071)

November 2, 2010

  Page
 2

 The Company
supplementally informs the Staff that for fiscal year 2009 the Company received commissions related to products sold prior to January 1, 2009 of approximately [***], [***] and [***], respectively, from multiple insurance carriers affiliated
with Aetna, Wellpoint and UnitedHealthcare.

 In addition, the Company supplementally informs the Staff that as of
October 15, 2010 and with respect to the jurisdictions in which the Company sells individual and family health insurance products of carriers affiliated with Aetna, Wellpoint and UnitedHealthcare, in the event that the Company was unable to
sell the individual and family health insurance products of health insurance carriers affiliated with any one of Aetna, Wellpoint or UnitedHealthcare, the Company would have on average more than [***] individual and family health insurance plans
offered by an average of more than [***] different health insurance carriers in each such jurisdiction.

 CONFIDENTIAL TREATMENT REQUEST

The Company hereby requests, pursuant to 17 C.F.R. Section 200.83, that certain contents of this letter be maintained in
confidence, not be made part of any public record and not be disclosed to any person, as such contents are confidential information. In accordance with 17 C.F.R. Section 200.83(d)(1), if any person (including any governmental employee who
is not an employee of the Commission) should request access to or an opportunity to inspect this letter, the Company requests that it be immediately notified of any such request, be furnished with a copy of all written materials pertaining to such
request (including, but not limited to, the request itself) and be given at least ten business days advance notice of any intended release so that it may, if deemed necessary or appropriate, pursue any remedies available to it. In such an event, the
Company requests that the Staff telephone Scott Giesler at (650) 210-3155, rather than rely upon the United States mail for such notice.

 CONFIDENTIAL TREATMENT REQUESTED
BY

 EHEALTH, INC. (1-33071)

November 2, 2010

  Page
 3

 The Company appreciates the Staff’s comments and requests that the Staff contact
the undersigned at (206) 883-2500 or Scott Giesler at (650) 210-3155 with any questions or comments regarding this letter. Thank you for your assistance.

Respectfully submitted,

 WILSON SONSINI GOODRICH & ROSATI

 Professional Corporation

 /s/ Drew G. Markham

 Drew G. Markham

cc:
Gary L. Lauer, President and Chief Executive Officer, eHealth, Inc.

 Stuart M. Huizinga, Senior Vice President and Chief Financial Officer, eHealth, Inc.

 Scott Giesler, Vice President, Legal Affairs, eHealth, Inc.

 Patrick J.
Schultheis, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
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Correspondence Letter

 October 25, 2010

 VIA EDGAR

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:

Jeffrey P. Riedler, Assistant Director

Suzanne Hayes, Branch Chief

Johnny Gharib, Staff Attorney

Re:

eHealth, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed March 5, 2010

File No. 001-33071

 Dear Sirs and Madam:

 This letter is being submitted in reference to the Securities and Exchange Commission’s letter to eHealth, Inc., dated
September 28, 2010 (the “Comment Letter”).

 eHealth respectfully requests an extension of time to respond to
the inquiries contained in the Comment Letter. We currently anticipate submitting a response to the Comment Letter on or before November 8, 2010.

 Please contact the undersigned at (650) 210-3155 with any questions or comments you may have regarding this letter. Thank you for your assistance.

Respectfully submitted,

eHealth, Inc.

 /s/ Scott Giesler

Scott Giesler

Vice President, Legal Affairs

cc:

Gary Lauer, President and Chief Executive Officer, eHealth, Inc.

Stuart Huizinga, Senior Vice President and Chief Financial Officer, eHealth, Inc.

Drew Markham, Wilson Sonsini Goodrich & Rosati, P.C.

September 28, 2010

Gary L. Lauer Chairman of the Board of Directors,  President and Chief Executive Officer eHealth, Inc.
440 East Middlefield Road
Mountain View, CA 94043
Re: eHealth, Inc.  Form 10-K
Filed March 5, 2010 File No.  001-33071
 Dear Mr. Lauer:
 We have limited our review of your filing and response letter to the issues we have
addressed in our comment.  In our comment, we  may ask you to provide us with information so
we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts and circumstances, please tell us why in your response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.
Form 10-K, filed March 5, 2010

Carrier Relationships, page 4

1. We note your response to comment 1.  Please tell us the amount of commissions relating
to past sales of each of the carrier’s products you would expe ct to receive next year.
Additionally, tell us the basi s for your belief that your customers would be likely to
purchase health insurance products from one of your alternative health insurance carriers.
Alternatively, provide a detail ed discussion of each of th e agreements with Aetna,
Wellpoint and United Healthcar e and file the agreements.

Gary L. Lauer eHealth, Inc. September 28, 2010 Page 2

Please contact Johnny Gharib at (202) 551- 3170 or Suzanne Hayes at (202) 551-3675
with any questions.
Sincerely,

Jeffrey P. Riedler Assistant Director

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Securities and Exchange Commission Letter

 October 12, 2010

 VIA EDGAR

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Jeffrey P. Riedler, Assistant Director

Suzanne Hayes, Branch Chief

Johnny Gharib, Staff Attorney

Re:
eHealth, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed March 5, 2010

File No. 001-33071

 Dear Sirs and
Madam:

 This letter is being submitted in reference to the Securities and Exchange Commission’s letter to eHealth, Inc.,
dated September 28, 2010 (the “Comment Letter”).

 eHealth respectfully requests an extension of time to respond
to the inquiries contained in the Comment Letter. We currently anticipate submitting a response to the Comment Letter on or before October 25, 2010.

 Please contact the undersigned at (650) 210-3155 with any questions or comments you may have regarding this letter. Thank you for your assistance.

Respectfully submitted,

eHealth, Inc.

 /s/ Scott Giesler

Scott Giesler

Vice President, Legal Affairs

cc:
Gary Lauer, President and Chief Executive Officer, eHealth, Inc.

Stuart Huizinga, Senior Vice President and Chief Financial Officer, eHealth, Inc.

Drew Markham, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
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SEC Response Letter

 [eHealth, Inc. Letterhead]

September 15, 2010

 Via
EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Jeffrey P. Riedler, Assistant Director

Suzanne Hayes, Branch Chief

Johnny Gharib, Staff Attorney

Re:
eHealth, Inc.

 Form
10-K for the fiscal year ended December 31, 2009

 Filed March 5, 2010

File No. 001-33071

Dear Sirs and Madam:

 eHealth,
Inc. (the “Company”) submits this letter in response to the comments contained in the Securities and Exchange Commission staff’s (the “Staff”) letter dated August 25, 2010 (the “Comment Letter”) relating to
the above referenced filing. For your convenience, we have numbered and restated in bold and italics each comment to correspond to the numbering contained in the Comment Letter.

Form 10-K filed March 5, 2010

Carrier Relationships, page 4

1. We note that eHealth, Inc. enters into contractual agency relationships with health insurance carriers that are non-exclusive
and terminable on short notice by either party for any reason. Revenue derived from three of these carriers, Aetna, Wellpoint and UnitedHealthcare, represented 16%, 15% and 14% of total revenue in 2009, respectively. Please provide disclosure to be
included in your Form 10-K regarding the material terms of these contracts with Aetna, Wellpoint and UnitedHealthcare including fee and payment, term and termination and any other material provisions and file as exhibits the contracts underlying
these three contractual agency relationships. Alternatively tell us the basis for your belief that you are not required to file the agreements pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K.

 September 15, 2010

Page 2

 Company Response:

We respectfully inform the Staff that we believe that the current disclosure in our annual report on Form 10-K for the fiscal year ended
December 31, 2009 is sufficient with respect to our carrier relationships. Further, we have concluded that the filing of our agreements with Aetna, Wellpoint and UnitedHealthcare is not required pursuant to Item 601 of Regulation S-K.

 Carrier Relationships Disclosure

In our Form 10-K, we describe the material terms and conditions of our typical contractual agency relationships with health insurance
carriers. We do not, however, describe specific terms of our arrangements with Aetna, Wellpoint and UnitedHealthcare as we have concluded that our business is not dependent on any one of these carriers pursuant to Item 101(c)(vii) of Regulation
S-K.

 Discussions of our health insurance carrier relationships are primarily found in three sections of our Form 10-K. First,
on pages 1-2, we disclose the nature of the commission revenue that we receive from health insurance carriers. On page 4, in the Business section, we disclose that our typical carrier relationships are non-exclusive and terminable on short notice by
either party for any reason. Second, in the last risk factor listed on page 12, we describe the risks related to our carrier relationships, including the impact of a termination of a carrier relationship. Third, on page 72, in the notes to
consolidated financial statements, we provide additional information regarding these three carrier relationships, including that we believe the potential for collection issues with any of our carriers is minimal and, accordingly, maintain an
immaterial balance in our allowance for uncollectible accounts. We have not provided fee and payment information relating to our carrier relationships as we believe that information is highly-negotiated confidential commercial information that could
harm our competitive position and that of our carrier partners.

 Although we derived more than 10% of our consolidated revenue for the fiscal
year ended December 31, 2009 from carriers owned by each of Aetna, Wellpoint and UnitedHealthcare, our business is not dependent on any one of those individual carriers or on Aetna, Wellpoint or UnitedHealthcare. We have relationships with in
excess of 180 health insurance carriers and, if any one of Aetna, Wellpoint or UnitedHealthcare terminated its relationship with us, we would have alternative health insurance products available in the relevant geographic areas. In addition, we
would continue to receive commissions relating to past sales of each of these health insurance carrier’s products, subject to customary provisions such as our maintaining our health insurance licenses and appointments. Accordingly, we believe
that our current disclosure in the Form 10-K regarding our carrier relationships in general, including our relationships with Aetna, Wellpoint and UnitedHealthcare, complies with Item 101 of Regulation S-K and provides investors with important
information related to such relationships.

 September 15, 2010

Page 3

 Item 601 Analysis

Pursuant to Item 601(b)(10)(ii) of Regulation S-K, if a contract is of a sort that ordinarily accompanies the kind of business
conducted by the company, it is deemed to be ordinary course and need not be filed unless, under subsection (ii)(B), it is a “contract upon which the registrant’s business is substantially dependent.” The rule provides examples of
substantial dependence such as “continuing contracts to sell the major part of registrant’s products or services or to purchase the major part of registrant’s requirements of goods, services or raw materials,” or any
“license or other agreement to use a patent, formula, trade secret, process or trade name upon which registrant’s business depends to a material extent.”

Based on our experience with carriers and the fact that we have entered into agreements with over 180 carriers, we have concluded that
all of our arrangements with carriers have been entered into in the ordinary course of our business. The material terms and conditions of all such arrangements are fairly standard. Therefore, our agreements with Aetna, Wellpoint and UnitedHealthcare
are of a sort that ordinarily accompanies the kind of business conducted by eHealth.

 Moreover, our business is not
substantially dependent on any of our carriers. None of our agreements with Aetna, Wellpoint and UnitedHealthcare obligate us to sell a major part of our goods or services to these carriers, do not obligate the other party (individually or
collectively) to buy a major part of our goods or services, and do not involve the license to or by us of intellectual property upon which our business depends.

In light of the Staff’s comment, in future filings we will critically assess our disclosure regarding our carrier relationships to
ensure that it provides a clear description of the material terms, conditions and risks related to our carrier relationships.

 Schedule
14A

 Executive Compensation, page 23

2. Please confirm that your 2011 proxy statement will discuss the factors the compensation committee considered in exercising its
discretion with respect to individual performance when awarding cash bonuses. Additionally, confirm that you will discuss the level of achievement of the company performance goals.

Company Response:

We confirm to the Staff that, to the extent that our compensation committee exercises discretion with respect to evaluating the individual
performance of our named executive officers in determining their annual cash bonus payouts for fiscal year 2010, we will disclose the exercise of such discretion in our 2011 proxy statement. Furthermore, in the event that such discretion is
exercised, we will disclose the factors that the compensation committee considered. We also confirm that we will disclose the extent to which company performance goals were achieved.

 September 15, 2010

Page 4

 Compensation Risk Analysis

3. We note that you have not included any disclosure in response to Item 402(s) of Regulation S-K. Please advise us of the
basis for your conclusion that disclosure is not necessary and describe the process you undertook to reach that conclusion.

Company Response:

We respectfully inform the Staff that we did not include disclosure in response to Item 402(s) of Regulation S-K as we concluded that
risks arising from our compensation practices and policies for our employees are not reasonably likely to have a material adverse effect on our business.

In evaluating whether any disclosure was required in response to Item 402(s) of Regulation S-K, our management, in conjunction with
outside legal counsel, conducted a review of our compensation policies and practices to assess whether such policies and practices as they relate to our employees are reasonably likely to have a material adverse effect on us. We paid particular
attention to programs that allow for variable payouts where an employee might be able to influence payout factors and programs that involve our executives. After due consideration, we concluded that risks arising from our employee compensation
policies and practices are not reasonably likely to have a material adverse effect on us.

 Diversity

4. We note that you have not included any disclosure in response to Item 407(c)(2)(vi) of Registration S-K. Please discuss
whether the nominating committee considers diversity in identifying nominees for director. If the committee has a policy with regard to the consideration of diversity in identifying director nominees describe how the policy is implemented and how
the committee assesses the effectiveness of the policy. See Item 407(c)(2)(vi) of Regulation S-K.

 Company Response:

 We respectfully direct the Staff to the disclosure regarding diversity on page 16 of our definitive proxy statement filed
April 26, 2010. There we state that our nominating and corporate governance committee does not have a formal policy regarding diversity beyond a statement in our corporate governance guidelines that diversity of experience should be one of the
factors considered by the committee in assessing the qualifications of our directors and director candidates. Further, we state the belief of our board of directors that it is important to the company that our directors represent a diversity of
viewpoints and that, in addition to diversity of experience, our nominating and corporate governance committee seeks director candidates with a broad diversity of professions, skills and backgrounds.

 September 15, 2010

Page 5

 Based on this disclosure, we believe that we have complied with Item 402(c)(2)(vi)
of Regulation S-K. We supplementally inform the Staff, however, that our nominating and corporate governance committee regularly evaluates our policies relating to the qualifications of our directors and composition of our board. Any changes in
these policies as they relate to diversity will be disclosed in our future filings, as appropriate.

 * * * * *

The Company acknowledges 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.

 * * * * *

We appreciate the Staff’s comments and request that the Staff contact the undersigned at (650) 210-3155 with any questions or
comments regarding this letter. Thank you for your assistance.

Respectfully submitted,

eHealth, Inc.

/s/ Scott Giesler

Scott Giesler

Vice President, Legal Affairs

cc:
Gary L. Lauer, President and Chief Executive Officer, eHealth, Inc.

Stuart M. Huizinga, Senior Vice President and Chief Financial Officer, eHealth, Inc.

Roger Stern, Wilson Sonsini Goodrich & Rosati, P.C.

Drew G. Markham, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

Correspondence Letter

 September 7, 2010

Via EDGAR

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Jeffrey P. Riedler, Assistant Director

Suzanne Hayes, Branch Chief

Johnny Gharib

Re:

eHealth, Inc. (the “Company”)

Form 10-K for the fiscal year ended December 31, 2009

Filed March 5, 2010

File No. 001-33071

 Dear Sirs and Madam:

 This letter is being submitted in reference to the Securities and Exchange Commission staff’s (“Staff”) letter
dated August 25, 2010 (the “Comment Letter”) to the Company relating to the above referenced filing.

 The
Company respectfully requests an extension of time to respond to the inquiries contained in the Comment Letter. The Company currently anticipates submitting a response to the Comment Letter on or before September 16, 2010.

We appreciate the Staff’s comments and request that the Staff contact the undersigned at (650) 210-3155 with any questions or
comments regarding this letter. Thank you for your assistance.

Respectfully submitted,

eHealth, Inc.

 /s/ Scott Giesler

Scott Giesler

Vice President, Legal Affairs

cc:
Gary Lauer, President and Chief Executive Officer, eHealth, Inc.

Stuart Huizinga, Senior Vice President and Chief Financial Officer, eHealth, Inc.

Drew G. Markham, Wilson Sonsini Goodrich & Rosati, P.C.

August 25, 2010

Gary L. Lauer Chairman of the Board of Directors,  President and Chief Executive Officer eHealth, Inc.
440 East Middlefield Road
Mountain View, CA 94043
Re: eHealth, Inc.  Form 10-K
Filed March 5, 2010 File No.  001-33071
 Dear Mr. Lauer:
 We have limited our review of your filing to  those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 10-K, filed March 5, 2010

Carrier Relationships, page 4
1. We note that eHealth, Inc. en ters into contractual agency  relationships with health
insurance carriers that are non- exclusive and terminable on sh ort notice by either party
for any reason.  Revenue derived from three of these carriers, Aetna, Wellpoint and
UnitedHealthcare, represented 16%, 15% and 14 % of total revenue in  2009, respectively.
Please provide disclosure to be included in  your Form 10-K regardi ng the material terms
of these contracts with Aetna, Wellpoint and UnitedHealthcare including fee and
payment, term and termination and any other material provisions and file as exhibits the contracts underlying these three contractual ag ency relationships. Alternatively tell us the
basis for your belief that you are not require d to file the agreements pursuant to Item
601(b)(10)(ii)(B) of Regulation S-K.

Gary L. Lauer eHealth, Inc.
August 25, 2010 Page 2

Schedule 14A

Executive Compensation, page 23

2. Please confirm that your 2011 proxy statement will discuss the factors the compensation
committee considered in exercising its discre tion with respect to individual performance
when awarding cash bonuses.  Additionally, c onfirm that you will discuss the level of
achievement of the company performance goals.

Compensation Risk Analysis

3. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure is not
necessary and describe the process yo u undertook to reach that conclusion.

Diversity

4. We note that you have not included any disclosu re in response to Item 407(c)(2)(vi) of
Registration S-K.  Please discuss whether the nominating committee considers diversity
in identifying nominees for di rector.  If the committee has a policy with regard to the
consideration of diversity in  identifying director nominees  describe how the policy is
implemented and how the committee assesses th e effectiveness of the policy.  See Item
407(c)(2)(vi) of Regulation S-K.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

Gary L. Lauer eHealth, Inc. August 25, 2010 Page 3

Please contact Johnny Gharib at (202) 551- 3170 or Suzanne Hayes at (202) 551-3675
with any questions.
Sincerely,

Jeffrey P. Riedler Assistant Director

Mail Stop 6010

        June 12, 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, Amendment 1
  Filed May 31, 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

Prospectus Summary, page 1

1. We note you added to your Summary the “Risk Factors” paragraph pursuant to comment 5.  We reissue the comment in pa rt because it does not appear you have
disclosed the fact that you have never had a profitable year, your accumulated deficit, or the hurdles you must overcome to achieve each of the strategy objectives you list.  Please revise.

Gary L. Lauer
eHealth, Inc. June 12, 2006 Page 2
2. We note your response to comment 6, and we  reissue the comment.  Please either
(a) cite a source for your st atement that you are “the leading online source of
health insurance for individuals, families and small businesses” or (b) disclose the
facts that you believe make you the leader, along with the sources for those facts.

Market Opportunity, page 1

3. We note your response to comment 7.  Si nce the $658 billion figure you include
in your document represents more than the markets in which you operate, please
delete the figure from your filing.

Risk Factors

Our business may be harmed if we lo se our relationships . . . , page 8

4. We note your response and revisions pursu ant to comment 9.  Please state the
scheduled duration of your agreements with Golden Rule Insurance Company and Blue Cross of California and Unicare.  We will not grant confidential treatment for this information, as it is material to investors.

System failures or capacity constraints could harm our business . . . , page 10

5. We note the revisions purs uant to comment 10, and we reissue the comment in
part.  Please disclose the amount of your  insurance coverage.  Also, since you do
not carry earthquake insuran ce, disclose the approximate value of your property
so investors can know how much of a loss you are vulnerable to.

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

6. We note the revisions pursua nt to comment 16, and we reissue the comment.  The
comment still appears to describe a risk th at all companies face.  If you keep it in
your document, please revise it so it is spec ific to your situati on.  For example, if
you have been subject to labor and contra ct litigation in the past, discuss the
specific facts of the litigation and how it actually harmed your business.

Our ability to attract and retain personne l is critical to our success, page 16

7. We note the revisions purs uant to comment 17.  You give the “example” of your
CEO, CFO and Chief Technology Officer bein g vested in more than 75% of their
total outstanding stock options.  Since you disclose that the loss of any of your
executive officers or key employees woul d harm your business, please ensure you
have identified all of the senior ma nagement and key employees who “have
become, or will soon become, substantia lly vested in their stock options.”

Gary L. Lauer
eHealth, Inc. June 12, 2006 Page 3
Liquidity and Capital Resources, page 48

8. Your revised operating activ ities disclosure in response to prior comment 25
appears to focus on changes in working cap ital.  Please expand your disclosure to
address any material changes in the unde rlying drivers of cash flows, e.g. cash
receipts and cash payments.  Please refer to Section IV.B.1 of Financial Reporting Release No. FR-72

Business

Carrier Relationships, page 57

9. We note the additional text in this s ection, which we presume was added in
response to comment 9.  We reissue th e comment because you only discuss your
“typical” arrangements with insurance carrier s.  Please discuss the material terms,
duration, and termination pr ovisions of your specific agreements with Golden
Rule Insurance Company and Blue Cross of California and Unicare.

Principal Stockholders, page 79

10. We note your response to comment 26, and we reissue the comment.  If known,
please identity the natural persons who beneficially own the shares held by
QuestMark Partners.

Consolidated Financial Statements

Consolidated Statements of Operati ons and Comprehensive Loss, page F-4

11. We are considering your responses to pr ior comments 27 and 30.  Please tell us
how you reached your conclusion that paym ents related to health insurance
policies sold to members who were referred to your website by marketing partners
should be classified as cost  of revenues.  Please explain to us the details of the
revenue sharing arrangements and why it is appropriate to classify these payments
as an expense.  As previously requeste d, please cite the applicable authoritative
literature that supports your accounting for this arrangement.

Notes to Consolidated Financial Statements

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

12. Refer to your response to prior comment 33.  Please tell us how your computation
and presentation of net loss per share co mplies with paragraph 61 of SFAS 128.
Include in your response a schedule that  shows how you computed the net income
(loss) per share data for the Class A common stock.

Gary L. Lauer
eHealth, Inc. June 12, 2006 Page 4

* * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your 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 your amendmen t and responses to our comments.

 We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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 a dvance of the requested effective date.

 You may contact Todd Sherman at (202)  551-3665 or Donald  Abbott at (202)
551-3608 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Greg Belliston at (202) 551-3861 or me at (202) 551-3715
with any other questions.

        S i n c e r e l y ,

        J e f f r e y  R i e d l e r
        A s s i s t a n t  D i r e c t o r

cc: Robert V. Gunderson, Jr., Esq.
 Gunderson Dettmer Stough Villeneuve  Franklin & Hachigian, LLP
 155 Constitution Drive
 Menlo Park, California 94025

CORRESP
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Underwriter Acceleration Request

 October 10, 2006

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Mr. Greg Belliston

Re:
eHealth, Inc.

Registration Statement on Form S-1 (No. 333-133526)

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended, Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Underwriters, hereby join in the request of eHealth, Inc. (the
“Company”) for acceleration of the effective date of the above-referenced Registration Statement so that such Registration Statement will be declared effective by the Securities and Exchange Commission at 4:00 p.m., Eastern Daylight Time,
on October 12, 2006, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations under the
Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated September 25, 2006, through October 10, 2006 at 5:00 p.m., Eastern Daylight Time:

Preliminary Prospectus dated September 25, 2006

 15,412 copies to prospective underwriters, institutional advisors, dealers and others

 The undersigned, as
representatives of the several Underwriters, has and will, and each Underwriter and dealer has advised the undersigned that it has and will, comply with Rule 15c2-8 of the General Rules and Regulations under the Securities Exchange Act of 1934.

 Very truly yours,

 Morgan Stanley & Co. Incorporated

 Merrill Lynch, Pierce, Fenner & Smith Incorporated

 as representatives of the several underwriters

 By: Morgan Stanley & Co. Incorporated

/s/ Bradley Rencher

Signature

Bradley Rencher, Associate

Print Name and Title of Authorized Signatory

 By: Merrill Lynch, Pierce, Fenner & Smith Incorporated

/s/ Mark Watt

Signature

Mark Watt, Vice President

Print Name and Title of Authorized Signatory

CORRESP
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filename1.htm

Company Acceleration Request

 [eHealth, Inc. Letterhead]

 October 10, 2006

 BY EDGAR AND FACSIMILE

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:    Greg
Belliston

Re:
eHealth, Inc.

Registration Statement on Form S-1 File No. 333-133526

Acceleration Request

 Dear
Mr. Belliston:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, eHealth, Inc. (“eHealth” or the
“Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action such that the above-captioned Registration Statement on Form S-1 (the “Registration
Statement”), relating to a public offering of shares of the Company’s common stock, par value $0.001 per share, be accelerated and that such Registration Statement be declared effective at 4:00 p.m., Eastern Time, on October 12, 2006
or as soon as practicable thereafter.

 eHealth also asks that its filing on Form 8-A be accelerated so that the Form 8-A becomes effective
concurrently with the Registration Statement on Form S-1.

 eHealth hereby authorizes Bennett Yee or Natalie Kaniel, both of whom are
associated with our counsel, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (“Gunderson Dettmer”), to orally modify or withdraw this request for acceleration.

 eHealth hereby acknowledges that:

•

should the Commission or the Commission’s staff (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not
foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve

the Company of its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

we may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 If you have any questions or comments, please do not hesitate to contact either Bennett Yee or Natalie
Kaniel, both of whom are associated with Gunderson Dettmer, at (650) 321-2400. Once the Registration Statement has been declared effective, please orally confirm that event with Bennett Yee.

 Please provide a copy of the Commission’s order declaring the Registration Statement effective to
Bennett Yee at Gunderson Dettmer, 120 Constitution Drive, Menlo Park, California, 94025. If possible, please also send such order by facsimile to the attention of Bennett Yee at (650) 321-2800.

 Sincerely,

 EHEALTH, INC.

 By:

 /s/ Gary L. Lauer

 Gary L. Lauer

 Chief Executive Officer

CORRESP
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SEC Letter

 October 6, 2006

 VIA EDGAR AND OVERNIGHT COURIER

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
Jeffrey Riedler and Gregory S. Belliston

Re:
eHealth, Inc.

 Registration Statement on Form
S-1

 File No. 333-133526

 Dear Mr. Riedler and Mr. Belliston:

 eHealth, Inc. (the “Company”) has electronically
transmitted via EDGAR Amendment No. 5 (“Amendment No. 5”) to its Registration Statement on Form S-1 (the “Registration Statement”), together with certain exhibits thereto. Manually executed signature pages and consents
have been executed prior to the time of this electronic filing and will be retained by the Company for five (5) years. We have also enclosed with the couriered delivery of this letter (i) three unmarked hard copies of Amendment No. 5
and (ii) three hard copies of Amendment No. 5 which are marked to show changes to the Registration Statement filed on September 25, 2006.

 On behalf of the Company and as a follow up to the letter sent to your attention on October 2, 2006, this letter further responds to the comments set forth in the letter to the Company dated September 26,
2006 from the staff of the Securities and Exchange Commission (the “Staff”). For your convenience, we have repeated and numbered the comments from the September 26, 2006 letter in italicized print, and the Company’s responses are
provided below each comment.

 Form S-1

 Any legal liability, regulatory penalties, or negative publicity . . . , page 17

1.
Please state the amount of the fines Washington and Arkansas are attempting to charge you. If you do not yet know, state the maximum amount allowed by law for the alleged
violation.

 RESPONSE TO COMMENT 1:

 Notwithstanding its prior response in its letter to the Staff dated October 2, 2006, the Company has revised its disclosure in the Legal Proceedings section and in the Risk Factor on page 17 in response to the
Staff’s comment to include a statement of the maximum fine amounts in Washington and Arkansas in connection with the alleged violations.

 Jeffrey Riedler and Gregory Belliston

 October 6, 2006

 Page 2

 Exhibit 5.1

2.
Rather than referring to “proceedings being taken or contemplated by us . . . to be taken,” counsel should specifically identify the proceedings. If this phrase refers
to the sale of the securities as outlined in the registration statement, counsel should state that fact.

 RESPONSE TO
COMMENT 2:

 In response to the Staff’s comment, counsel has revised the opinion to remove the reference to “proceedings being taken or
contemplated by us . . . to be taken” to instead refer to the proceedings being taken or contemplated to be taken prior to the sale of securities in the manner described in the Registration Statement.

3.
Counsel bases the opinion, in part, on the “completion of proceedings being taken in order to permit such transactions to be carried out in accordance with the securities
laws of the various states where required.” Counsel should remove this language from the opinion, as it assumes away the issue being opined upon.

 RESPONSE TO COMMENT 3:

 In response to the Staff’s comment, counsel has revised the opinion to remove the
reference to the “completion of proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required.”

 Jeffrey Riedler and Gregory Belliston

 October 6, 2006

 Page 3

 * * * * *

 Please note that the Company and the underwriters of the offering currently anticipate
requesting effectiveness of the Registration Statement as early as 9:00 a.m. on October 12, 2006. Thank you in advance for your assistance with that time schedule.

 Please do not hesitate to contact me at (650) 463-5244 if you have any questions or would like additional information regarding this matter.

 Very truly yours,

 /s/ Bennett L. Yee

Gunderson Dettmer Stough Villeneuve

Franklin & Hachigian, LLP

cc:

Gary L. Lauer, eHealth, Inc.

Bruce A. Telkamp, eHealth, Inc.

Scott Giesler, eHealth, Inc.

Robert V. Gunderson, Jr., Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Patrick J. Schultheis, Wilson Sonsini Goodrich & Rosati

Caine T. Moss, Wilson Sonsini Goodrich & Rosati

CORRESP
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Response Letter

 Confidential Treatment Requested by eHealth, Inc.

 GUNDERSON DETTMER STOUGH

 VILLENEUVE
FRANKLIN & HACHIGIAN, LLP

 155 CONSTITUTION DRIVE

 MENLO PARK, CALIFORNIA 94025

 TELEPHONE:
(650) 321-2400        FACSIMILE: (650) 321-2800

 October 2, 2006

 VIA EDGAR AND OVERNIGHT COURIER

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
Jeffrey Riedler and Gregory S. Belliston

Re:
eHealth, Inc.

Registration Statement on Form S-1

File No. 333-133526

 Dear
Mr. Riedler and Mr. Belliston:

 On behalf of eHealth, Inc. (the “Company”) and as a follow up to a telephone
conversation with Mr. Belliston on September 28, 2006, this letter responds to the comments set forth in the letter to the Company dated September 26, 2006 from the staff of the Securities and Exchange Commission (the
“Staff”). For your convenience, we have repeated and numbered the comments from the September 26, 2006 letter in italicized print, and the Company’s responses are provided below each comment.

 Form S-1

 Any legal liability, regulatory penalties, or
negative publicity . . . , page 17

1.
Please state the amount of the fines Washington and Arkansas are attempting to charge you. If you do not yet know, state the maximum amount allowed by law for the alleged
violation.

 RESPONSE TO COMMENT 1:

 ***

 Confidential material redacted and filed separately with the Commission.

Jeffrey Riedler and Gregory Belliston

October 2, 2006

Confidential Treatment Requested by eHealth, Inc.

Page 2

 Exhibit 5.1

2.
Rather than referring to “proceedings being taken or contemplated by us . . . to be taken,” counsel should specifically identify the proceedings. If this phrase refers
to the sale of the securities as outlined in the registration statement, counsel should state that fact.

 RESPONSE TO
COMMENT 2:

 In response to the Staff’s comment, counsel will revise the opinion to remove the reference to “proceedings being taken or
contemplated by us . . . to be taken” to instead refer to the proceedings being taken or contemplated to be taken prior to the sale of securities in the manner described in the Registration Statement. The Company will file the revised opinion
with a pre-effective amendment to the Company’s Registration Statement.

3.
Counsel bases the opinion, in part, on the “completion of proceedings being taken in order to permit such transactions to be carried out in accordance with the securities
laws of the various states where required.” Counsel should remove this language from the opinion, as it assumes away the issue being opined upon.

 RESPONSE TO COMMENT 3:

 In response to the Staff’s comment, counsel will revise the opinion to remove the
reference to the “completion of proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required.” The Company will file the revised opinion with a
pre-effective amendment to the Company’s Registration Statement.

Jeffrey Riedler and Gregory Belliston

October 2, 2006

Confidential Treatment Requested by eHealth, Inc.

Page 3

 * * * * *

 Please do not hesitate to contact me at (650) 463-5244 if you have any questions or would like additional information regarding this matter.

Very truly yours,

 /s/ Bennett L. Yee

 Gunderson Dettmer Stough Villeneuve

 Franklin &
Hachigian, LLP

cc:
Gary L. Lauer, eHealth, Inc.

 Bruce A. Telkamp, eHealth,
Inc.

 Scott Giesler, eHealth, Inc.

 Robert V. Gunderson, Jr., Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

 Patrick J. Schultheis, Wilson
Sonsini Goodrich & Rosati

 Caine T. Moss, Wilson Sonsini Goodrich & Rosati

Mail Stop 6010

        September 26, 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, Amendment 4
  Filed September 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

Any legal liability, regulatory penalties,  or negative publicity . . . , page 17

1. Please state the amount of the fines Wash ington and Arkansas are attempting to
charge you.  If you do not yet know, stat e the maximum amount allowed by law
for the alleged violations.

Gary L. Lauer
eHealth, Inc. September 26, 2006 Page 2
Exhibit 5.1: Legal Opinion

2. Rather than referring to “proceedings being taken or contemplated by us . . . to be taken,” counsel should specifically identify the proceedings.  If this phrase refers
to the sale of the securities as outlined  in the registration statement, counsel
should state that fact.

3. Counsel bases the opinion, in part, on the “completion of the proceedings being taken in order to permit such transactions to be carried out in accordance with the
securities laws of the vari ous states where required.”  Counsel should remove this
language from the opinion, as it assu mes away the issue being opined upon.

* * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your 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 your amendmen t and responses to our comments.

 We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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 a dvance of the requested effective date.

 You may contact Todd Sherman at (202)  551-3665 or Donald  Abbott at (202)
551-3608 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Greg Belliston at (202) 551-3861 or me at (202) 551-3715
with any other questions.

        S i n c e r e l y ,

        J e f f r e y  R i e d l e r
        A s s i s t a n t  D i r e c t o r

cc: Robert V. Gunderson, Jr., Esq.
 Gunderson Dettmer Stough Villeneuve  Franklin & Hachigian, LLP
 155 Constitution Drive
 Menlo Park, California 94025

CORRESP
1
filename1.htm

SEC Response Letter

 GUNDERSON DETTMER STOUGH

 VILLENEUVE FRANKLIN & HACHIGIAN, LLP

 155 CONSTITUTION DRIVE

 MENLO PARK, CALIFORNIA 94025

 TELEPHONE: (650) 321-2400        FACSIMILE: (650) 321-2800

 June 28, 2006

 VIA EDGAR AND OVERNIGHT COURIER

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
Jeffrey Riedler and Gregory S. Belliston

Re:
eHealth, Inc.

Registration Statement on Form S-1

File No. 333-133526

 Dear
Mr. Riedler and Mr. Belliston:

 eHealth, Inc. (the “Company”) has electronically transmitted via EDGAR Amendment
No. 2 (“Amendment No. 2”) to its Registration Statement on Form S-1 (the “Registration Statement”), together with certain exhibits thereto. Manually executed signature pages and consents have been executed prior to the
time of this electronic filing and will be retained by the Company for five (5) years. We have also enclosed with the couriered delivery of this letter (i) three unmarked hard copies of Amendment No. 2 and (ii) three hard copies
of Amendment No. 2 which are marked to show changes to the Registration Statement filed on May 31, 2006.

 On behalf of the
Company, this letter responds to the comments set forth in the letter to the Company dated June 12, 2006 from the staff of the Securities and Exchange Commission (the “Staff”). For your convenience, we have repeated and numbered the
comments from the June 12, 2006 letter in italicized print, and the Company’s responses are provided below each comment.

 Prospectus
Summary, page 1

1.
We note you added to your Summary the “Risk Factors” paragraph pursuant to comment 5. We reissue the comment in part because it does not appear you have disclosed the
fact that you have never had a profitable year, your accumulated deficit, or the hurdles you must overcome to achieve each of the strategy objectives you list. Please revise.

 RESPONSE TO COMMENT 1:

 In response to the
Staff’s comment, the Company has revised the “Risk Factors” paragraph in the Summary to disclose that while it has achieved net profitability for the quarters ended June 30, 2005, December 31, 2005 and March 31,
2006, it has never had a profitable year, to disclose its accumulated deficit and to indicate the hurdles it must overcome to achieve its strategic objectives.

 Jeffrey Riedler and Gregory Belliston

 June 28, 2006

  Page
 2

2.
We note your response to comment 6, and we reissue the comment. Please either (a) cite a source for your statement that you are “the leading online source of health
insurance for individuals, families and small businesses” or (b) disclose the facts that you believe make you the leader, along with the sources for those facts.

 RESPONSE TO COMMENT 2:

 In response to the
Staff’s comment, the Company has revised the Prospectus Summary and the “Our Solution” section of the Business section to disclose additional facts and sources that support the Company’s position as the leading online source of
health insurance for individuals, families and small businesses.

 Market Opportunity, page 1

3.
We note your response to comment 7. Since the $658 billion figure you include in your document represents more than the markets in which you operate, please delete the figure
from your filing.

 RESPONSE TO COMMENT 3:

 In response to the Staff’s comment, the Company has revised the Prospectus Summary to clarify that the $658 billion figure refers to all three principal segments of the private health insurance market –
large employer, small business and the individual and family segments – and that the Company currently addresses the individual, family and small business segments.

 Risk Factors

 Our business may be harmed if we lose our relationships . . ., page 8

4.
We note your response and revisions pursuant to comment 9. Please state the scheduled duration of your agreements with Golden Rule Insurance Company and Blue Cross of California
and Unicare. We will not grant confidential treatment for this information, as it is material to investors.

 RESPONSE
TO COMMENT 4:

 In response to the Staff’s comment, the Company has revised the risk factor to state the duration of its agreements with Golden Rule
Insurance Company and Blue Cross of California and Unicare.

 System failures or capacity constraints could harm our business . . . , page 10

5.
We note the revisions pursuant to comment 10, and we reissue the comment in part. Please disclose the amount of your insurance coverage. Also, since you do not carry earthquake
insurance, disclose the approximate value of your property so investors can know how much of a loss you are vulnerable to.

 Jeffrey Riedler and Gregory Belliston

 June 28, 2006

  Page
 3

 RESPONSE TO COMMENT 5:

 In response to the Staff’s comment, the Company has revised the risk factor to disclose the aggregate amount of its business interruption insurance coverage. The Company believes that it is the potential business
interruption and not the potential property damage that is the primary risk involved in the event of an earthquake or other of the events referred to in the pertinent paragraph of the risk factor. Therefore, rather than adding disclosure of the
approximate value of its property, the Company has revised the risk factor to clarify potential business interruption as the primary risk.

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

6.
We note the revisions pursuant to comment 16, and we reissue the comment. The comment still appears to describe a risk that all companies face. If you keep it in your document,
please revise it so it is specific to your situation. For example, if you have been subject to labor and contract litigation in the past, discuss the specific facts of the litigation and how it actually harmed your business.

 RESPONSE TO COMMENT 6:

 In response to the Staff’s comment, the Company has deleted the risk factor related to future litigation.

 Our ability to attract and
retain personnel is critical to our success, page 16

7.
We note the revisions pursuant to comment 17. You give the “example” of your CEO, CFO and Chief Technology Officer being vested in more than 75% of their total
outstanding stock options. Since you disclose that the loss of any of your executive officers or key employees would harm your business, please ensure you have identified all of the senior management and key employees who “have become, or will
soon become, substantially vested in their stock options.”

 RESPONSE TO COMMENT 7:

 In response to the Staff’s comment, the Company has revised the risk factor to identify all members of the senior management and key employees that are more than 75%
or more of their total outstanding common stock and stock options as of March 31, 2006.

 Liquidity and Capital Resources, page 48

8.
Your revised operating activities disclosure in response to prior comment 25 appears to focus on changes in working capital. Please expand your disclosure to address any material
changes in the underlying drivers of cash flows, e.g. cash receipts and cash payments. Please refer to Section IV.B.1 of Financial Reporting Release No. FR-72.

 Jeffrey Riedler and Gregory Belliston

 June 28, 2006

  Page
 4

 RESPONSE TO COMMENT 8:

 In response to the Staff’s comment, the Company has revised the Registration Statement to expand its disclosure of material changes in the underlying drivers of the Company’s operating cash flows.

 Business

 Carrier Relationships, page
57

9.
We note the additional text in this section, which we presume was added in response to comment 9. We reissue the comment because you only discuss your “typical”
arrangements with insurance carriers. Please discuss the material terms, duration, and termination provisions of your specific agreements with Golden Rule Insurance Company and Blue Cross of California and Unicare.

 RESPONSE TO COMMENT 9:

 In response to the
Staff’s comment, the Company has revised this section to add disclosure regarding the percentage of commission revenue it derived from its agreements with Golden Rule Insurance Company and Blue Cross of California and Unicare in 2005, as well
as the duration and termination provisions of these agreements.

 Principal Stockholders, page 79

10.
We note your response to comment 26, and we reissue the comment. If known, please identity the natural persons who beneficially own the shares held by QuestMark Partners.

 RESPONSE TO COMMENT 10:

 The Company supplementally advises the Staff that it does not know the identity of the natural persons who beneficially own the shares held by QuestMark Partners, and is not aware that such information is publicly disclosed.

 Consolidated Financial Statements

 Consolidated
Statements of Operations and Comprehensive Loss, page F-4

11.
We are considering your responses to prior comments 27 and 30. Please tell us how you reached your conclusion that payments related to health insurance policies sold to members
who were referred to your website by marketing partners should be classified as cost of revenues. Please explain to us the details of the revenue sharing arrangements and why it is appropriate to classify these payments as an expense. As previously
requested, please cite the applicable authoritative literature that supports your accounting for this arrangement.

 Jeffrey Riedler and Gregory Belliston

 June 28, 2006

  Page
 5

 RESPONSE TO COMMENT 11:

 The revenue-sharing arrangements that result in expense in the Company’s statements of operations are with partners who refer visitors to the Company’s website and who are compensated by the Company through
the Company sharing a percentage of the commission the Company receives from an insurance carrier as a result of the referral (“revenue-share partners”). Each arrangement obligates the Company to pay its revenue-share partner a
specifically negotiated percentage of the commission payments that it collects from its carriers. The Company is obligated to compensate a revenue-share partner only when the Company receives a commission payment related to a member that was
referred to the Company’s website by the revenue-share partner. If a potential member referred to the Company’s website does not apply for a policy through the Company, applies but is not approved by a carrier or does not make a premium
payment to the carrier even though they were approved, the Company has no obligation to pay the revenue-share partner. Once a visitor is referred to the Company’s website for a potential health insurance transaction, the revenue-share partner
has no further relationship with that visitor with respect to the health insurance transaction. With respect to the Company’s sales transaction, the Company, as an agent of the insurance carrier, is paid by the insurance carrier whose products
have been sold to an applicant who used the Company’s platform. The Company receives no compensation from the insurance purchaser.

 In evaluating
whether it should record the revenue-share payments made to its partners as expense in the consolidated statements of operations, the Company considered EITF No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent. While the
focus of EITF 99-19 is on the accounting for amounts payable to a supplier, as opposed to amounts payable to a marketing partner in the Company’s situation, the Company believes that the guidance provided by EITF 99-19 is appropriate by
analogy. Based on the Company’s analysis of the provisions of EITF 99-19, the Company has determined that all applicable attributes of the EITF point to gross recognition of the revenue in these transactions. A key factor in this determination
is the Company’s position that, from the perspective of the customer, the Company is the primary obligor in the transaction. The Company, therefore, has concluded that it should recognize the revenue gross in its consolidated statements of
operations and that, in accordance with paragraph 3 of EITF 99-19, the revenue-share payments should be classified as cost of revenue.

 One of the
Company’s arrangements, which was described in the response to Comment 30 in the response letter dated May 31, 2006, differs in that the arrangement is with a carrier and the revenue-sharing amount is derived from revenue that the Company is
paid by that particular carrier. Because of those additional factors, EITF 01-9, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products) was applicable to that one arrangement, and as
a result, the related expense has been offset against the corresponding revenue (i.e., contra-revenue). The Company does not have any other arrangements with carriers or partners where it shares with them a percentage of the commission revenue they
pay to the Company. As a result EITF 01-9 does not apply to any of the Company’s other revenue-share arrangements.

 Notes to Consolidated
Financial Statements

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

12.
Refer to your response to prior comment 33. Please tell us how your computation and presentation of net loss per share complies with paragraph 61 of SFAS 128. Include in your
response a schedule that shows how you computed the net income (loss) per share data for the Class A common stock.

 Jeffrey Riedler and Gregory Belliston

 June 28, 2006

  Page
 6

 RESPONSE TO COMMENT 12:

 The Company’s Class A nonvoting common stock has been issued to certain of the Company’s employees with restrictions that lapse over time (1/4 after one year and 1/48 on a monthly basis over the
remaining three years). Unlike the other classes of the Company’s common and preferred stock, holders of the Class A nonvoting stock are not permitted to vote the Class A common shares. Additionally, the Class A nonvoting common
shares only convert to shares of common stock upon either the effectiveness of an initial public offering or upon a resolution of the Company’s Board of Directors. The shares do not convert at the option of the holders. If the Class A
shares were not converted to common stock, the holders of the Class A nonvoting stock would participate with the holders of common stock in the event of a dissolution or sale of the Company on a one for one basis. However, upon conversion, the
holders of each share of Class A nonvoting common stock will receive one share of common stock for every eight shares of Class A nonvoting common stock they hold. In the event of a liquidation, the Board of Directors’ intent would be
to vote to convert the Class A nonvoting common stock into shares of common stock, resulting in the Class A nonvoting common stock participating on a one for eight basis.

 The Company follows the provisions of FASB Statement No. 128, Earnings per Share (SFAS 128), and EITF No. 03-6, Participating Securities and the Two-Class Method Under FASB Statement No. 128,
Earnings per Share (EIFT 03-6), in its computation and presentation of net income (loss) per share. Paragraph 60(a) of SFAS 128 describes participating securities as:

 Securities that may participate in dividends with common stocks according to a predetermined formula (for example, two for one) with, at times, an upper limit on the extent of participation (for example, up to, but
not beyond, a specified amount per share).

 Issue 2 of EITF 03-6 further states:

 The Task Force reached a consensus on Issue 2 that, for purposes of applying paragraphs 60 and 61 of Statement 128, a participating security is a security
that may participate in undistributed earnings with common stock, whether that participation is conditioned upon the occurrence of a specified event or not. The Task Force observed that the form of such participation does not have to be a dividend
– that is, any form of participation in undistributed earnings would constitute participation by that security, regardless of wheth

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