HEALTHEON CORP, RW, 1998-10-23

HEALTHEON CORP
RW, 1998-10-23
COMPUTER PROCESSING & DATA PREPARATION

Previous: AMERTRANZ WORLDWIDE HOLDING CORP, DEF 14A, 1998-10-23

Next: SOUTHERN ENERGY INC, POS AMC, 1998-10-23



<PAGE>

                       [HEALTHEON CORPORATION LETTERHEAD]

                                October 23, 1998

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Attn: Jennifer Ours

RE:  HEALTHEON CORPORATION
     S-1 REGISTRATION STATEMENT
     FILE NO. 333-60427

Ladies and Gentlemen:

     This letter is filed pursuant to Rule 477 of the Rules and Regulations 
under the Securities Act of 1933, as amended with reference to the Form S-1 
Registration Statement No. 333-56523 and the Form 8-A12G/A Registration 
Statement No. 000-24975 (the "Registration Statements") of Healtheon 
Corporation (the "Registrant") which was filed on July 31, 1998. In light of 
current market conditions, the Registrant has determined not to effect the 
initial public offering to which the Registration Statements relate at this 
time. No securities have been sold pursuant to the Registration Statements. 
Accordingly, the Registrant hereby withdraws the Registration Statements.

Very Truly Yours,

HEALTHEON CORPORATION


/s/ Jack Dennison
- -----------------------------
Jack Dennison
Vice President and General Counsel