SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* LIVINGSTON RANDALL S (Last) (First) (Middle) C/O STANFORD UNIVERSITY 450 SERRA MALL, BUILDING 60 (Street) STANFORD CA 94305 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/17/2008	3. Issuer Name and Ticker or Trading Symbol eHealth, Inc. [ EHTH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	12/17/2018	Common Stock	10,000	12.4	D

Explanation of Responses:

1. This represents an award of restricted stock units. Each unit represents a contingent right to receive one share of the Issuer's common stock upon vesting. The restricted stock units vest in four equal annual installments beginning December 17, 2008, subject to the reporting person's continued service with the Issuer.

2. The option shares become vested as to 25% of the shares one year after December 17, 2008 and 1/48th of the shares upon each month of continuous service thereafter.

Remarks:

	Chi-Mei Cheng, as attorney-in-fact for Randall S. Livingston	12/19/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY

      The undersigned, as a Section 16 reporting person of eHealth, Inc. (the
"Corporation") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), hereby constitutes and appoints Scott Giesler, Vice President
of Legal Affairs and Assistant Secretary of the Corporation, Chi-Mei Cheng and
Jennifer Cashio of the Corporation, and Caine Moss and Maya Blumenfeld of
Wilson Sonsini Goodrich and Rosati, P.C., and each of them, as the
undersigned's true and lawful attorney-in-fact for the following actions:

* to complete and execute Forms 3, 4 and 5 and other forms and all amendments
thereto as such attorney-in-fact shall in his discretion determine to be
required or advisable pursuant to Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder, or any successor laws and
regulations, as a consequence of the undersigned's ownership, acquisition or
disposition of securities of the Corporation; and
* to do all acts necessary in order to file such forms with the Securities and
Exchange Commission, any securities exchange or national association, the
Corporation and such other person or agency as the attorney-in-fact shall deem
necessary or appropriate.

      The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agents shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Corporation
assuming, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the
Corporation, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

      I hereby revoke any and all powers of attorney relating to the foregoing
actions that previously have been signed by me.  However, the preceding
sentence shall not have the effect of revoking any powers of attorney that
are unrelated to the foregoing actions that previously have been signed by me.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 15th day of December, 2008.


Signature: /s/ Randall S. Livingston

Print Name: Randall S. Livingston