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[Wilson Sonsini Goodrich & Rosati P.C. letterhead]
July 11, 2000
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Attn: James Lopez
RE: Healtheon Corporation S-4 Registration Statement (File No. 333-80863)
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-4
Registration Statement No. 333-80863 which was filed on June 17, 1999 and the
Form S-4/A amendment thereto filed on August 5, 1999 (the "Registration
Statement") of Healtheon/WebMD Corporation (the "Registrant"). Subsequent to
filing the Registration Statement, the Registrant determined to restructure the
proposed reorganization involving Healtheon Corporation, WebMD, Inc., MedE
AMERICA Corporation and Greenberg News Networks, Inc. so as not to involve a
newly-formed parent corporation. Based on this restructuring, the Registration
Statement was no longer necessary. We hereby confirm that no securities have
been issued pursuant to the Registration Statement. Accordingly, on behalf of
the Registrant, the Registrant hereby requests that the staff withdraw the
Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Mark L. Reinstra
--------------------------------
Mark L. Reinstra
