<PAGE>   1

          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 1999
                                                     REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                              HEALTHEON CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                -----------------
<TABLE>
<S>                                                      <C>
        DELAWARE                                     94-3236644
(STATE OF INCORPORATION)                 (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>
                                -----------------
                            4600 PATRICK HENRY DRIVE
                              SANTA CLARA, CA 95054
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                -----------------

                                 1996 STOCK PLAN
               ACTAMED CORP. 1993 CLASS B COMMON STOCK OPTION PLAN
                      ACTAMED CORP. 1994 STOCK OPTION PLAN
                      ACTAMED CORP. 1995 STOCK OPTION PLAN
                      ACTAMED CORP. 1996 STOCK OPTION PLAN
                      ACTAMED CORP. 1997 STOCK OPTION PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN

                            (FULL TITLE OF THE PLANS)
                                -----------------

                                 W. MICHAEL LONG
                             CHIEF EXECUTIVE OFFICER
                              HEALTHEON CORPORATION
                            4600 PATRICK HENRY DRIVE
                              SANTA CLARA, CA 95054
                                 (408) 876-5000


 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                                -----------------
                                    Copy to:
<TABLE>
<S>                                           <C>

           LARRY W. SONSINI, ESQ.                      JACK DENNISON
            DANIEL R. MITZ, ESQ.              VICE PRESIDENT AND GENERAL COUNSEL
           MARK L. REINSTRA, ESQ.                    HEALTHEON CORPORATION
      WILSON SONSINI GOODRICH & ROSATI              4600 PATRICK HENRY DRIVE
          PROFESSIONAL CORPORATION                   SANTA CLARA, CA 95054
             650 PAGE MILL ROAD                         (408) 876-5000
            PALO ALTO, CA 94304
               (415) 493-9300
</TABLE>


================================================================================



<PAGE>   2

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                                 PROPOSED        PROPOSED
                            TITLE OF                             MAXIMUM         MAXIMUM          MAXIMUM
                           SECURITIES                            AMOUNT          OFFERING        AGGREGATE         AMOUNT OF
                             TO BE                                TO BE         PRICE PER        OFFERING        REGISTRATION
                           REGISTERED                         REGISTERED(1)       SHARE            PRICE              FEE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                 <C>              <C>             <C>
Common Stock, par value $0.0001
     To be issued for options under the 1996 Stock Plan.... 13,828,715 shares   $49.552(2)       $116,565,467       $32,405
     To be issued for options under the ActaMed Corp. 1993
     Class B Common Stock Option Plan......................    366,104 shares   $ 0.37 (3)       $    135,337       $    37
     To be issued for options under the ActaMed Corp. 1994
     Stock Option Plan.....................................    832,931 shares   $ 2.076(4)       $  1,729,481       $   480
     To be issued for options under the ActaMed Corp.
     1995  Stock Option Plan...............................    192,956 shares   $ 3.237(5)       $    624,599       $   173
     To be issued for options under the ActaMed Corp. 1996
     Stock Option Plan.....................................    245,190 shares   $ 3.237(6)       $    793,680       $   220
     To be issued for options under the ActaMed Corp. 1997
     Stock Option Plan.....................................    209,485 shares   $ 3.667(7)       $    768,181       $   213
     To be issued under the 1998 Employee Stock Purchase
     Plan..................................................  1,000,000 shares   $ 6.80 (8)       $  6,800,000       $ 1,890

            TOTAL                                           16,675,381 SHARES                    $127,416,745       $35,422
=================================================================================================================================
</TABLE>

(1)    For the sole purpose of calculating the  registration  fee, the number of
       shares to be registered under this Registration Statement has been broken
       down into seven subtotals.

(2)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended.  Such computation is based on the weighted average of (i) the
       weighted average exercise price of $4.958 per share covering outstanding
       options  under the 1996 Stock Plan to  purchase  12,617,748 shares and
       (ii) $44.594 per share  (the  average of the high and the low prices of
       the Registrant's Common Stock on August 3, 1999) for 1,210,967 shares.

(3)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended.  Such  computation is based on the weighted  average exercise
       price of $0.37 per share covering outstanding options under the ActaMed
       Corp.  1993 Class B Common  Stock  Option Plan to  purchase 366,104
       shares.

(4)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended.  Such  computation is based on the weighted  average exercise
       price of $2.076 per share covering outstanding options under the ActaMed
       Corp. 1994 Stock Option Plan to purchase 832,931 shares.

(5)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended.  Such  computation is based on the weighted  average exercise
       price of $3.237 per share covering outstanding options under the ActaMed
       Corp. 1995 Stock Option Plan to purchase 192,956 shares.

(6)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended.  Such  computation is based on the weighted  average exercise
       price of $3.237 per share covering outstanding options under the ActaMed
       Corp. 1996 Stock Option Plan to purchase 245,190 shares.

(7)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended.  Such  computation is based on the weighted  average exercise
       price of $3.667 per share covering outstanding options under the ActaMed
       Corp. 1997 Stock Option Plan to purchase 209,485 shares.



<PAGE>   3
(8)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended. Such computation is based on $6.80 per share, which is 85% of
       the fair market value of the Registrant's Common Stock on February 10,
       1999 (equal to the price to the public as set forth in the final
       prospectus for the Registrant's initial public offering). Pursuant to the
       1998 Employee Stock Purchase Plan, shares are sold at 85% of the lesser
       of the fair market value of such shares on the first day of an offering
       period or last day of the applicable purchase period.



<PAGE>   4

                              HEALTHEON CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II



ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are  hereby  incorporated  by  reference  into this  Registration
Statement the following documents and information  heretofore filed by Healtheon
Corporation (the "Registrant") with the Securities and Exchange  Commission (the
"Commission"):

         (a) The Registrant's Prospectus dated February 10, 1999 as filed by the
Registrant pursuant to Rule 424(b) promulgated under the Securities Act of 1933,
as amended (the "Securities Act").

         (b) The Registrant's Form 10-Q for the period ended March 31, 1999 as
filed on May 17, 1999 pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

         (c) The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on February 8, 1999
pursuant to Section 12(g) of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Reference is made to Article V of the Amended and Restated Certificate
of Incorporation of the Registrant filed as Exhibit 3.2 incorporated by
reference; Article VI of the Bylaws of the Registrant filed as Exhibit 3.4
incorporated by reference; Section 145 of the Delaware General Corporation Law;
and indemnification agreements entered into between the Company and its officers
and directors which, among other things, and subject to certain conditions,
authorize the Company to indemnify, or indemnify by their terms, as the case may
be, the directors and officers of the Company against certain liabilities and
expenses incurred by such persons in connection with claims made by reason of
their being such a director or officer.



<PAGE>   5

         The Company has obtained directors and officers insurance providing
indemnification for certain of the Company's directors, officers, affiliates,
partners or employees for certain liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                               DESCRIPTION
------------------ -------------------------------------------------------------
<S>                <C>
      3.2*         Amended and Restated Certificate of Incorporation
      3.4*         Bylaws
      5.1          Opinion of counsel as to legality of securities being registered.
     10.2*         1996 Stock Plan
     10.3*         ActaMed Corp. 1997 Stock Option Plan
     10.4*         ActaMed Corp. 1996 Stock Option Plan
     10.5*         ActaMed Corp. 1995 Stock Option Plan
     10.6*         ActaMed Corp. 1994 Stock Option Plan
     10.7*         ActaMed Corp. 1993 Class B Common Stock Option Plan
     10.29*        1998 Employee Stock Purchase Plan
     23.1          Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
                   Exhibit 5.1)
     23.2          Consent of Ernst & Young LLP, independent auditors
     23.3          Consent of Deloitte & Touche LLP, independent auditors
     23.4          Consent of Deloitte & Touche LLP, independent auditors
     24.1          Power of Attorney (see signature page)
</TABLE>
---------------------
*    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1, as amended (No. 333-70553), which was declared effective on
     February 10, 1999.

ITEM 9.  UNDERTAKINGS.

         (a)  The Registrant hereby undertakes:

              (i)   To file, during any period which offers or sales are being
                    made, a post-effective amendment to this registration
                    statement to include any material information with respect
                    to the plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement.

              (ii)  That, for the purpose of determining any liability under
                    the Securities Act, each post-effective amendment shall be
                    deemed to be a new registration statement relating to the
                    securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.



                                       -2-
<PAGE>   6

              (iii) To remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering.

          (b) The Registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act, each filing
              of the Registrant's annual report pursuant to Section 13(a) or
              Section 15(d) of the Exchange Act (and, where applicable, each
              filing of an employee benefit plan's annual report pursuant to
              Section 15(d) of the Exchange Act) that is incorporated by
              reference in the Registration Statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall
              be deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
              Securities Act may be permitted to directors, officers and
              controlling persons of the Registrant pursuant to law, the
              Registrant's Amended and Restated Certificate of Incorporation,
              Bylaws or indemnification agreements, or otherwise, the
              Registrant has been advised that in the opinion of the
              Securities and Exchange Commission such indemnification is
              against public policy as expressed in the Securities Act and is
              therefore unenforceable. In the event that a claim for
              indemnification against such liabilities (other than the payment
              by the Registrant of expenses incurred or paid by a director,
              officer or controlling person of the Registrant in a successful
              defense of any action, suit or proceeding) is asserted by such
              director, officer or controlling person in connection with the
              securities being registered hereunder, the Registrant will,
              unless in the opinion of its counsel the matter has been settled
              by controlling precedent, submit to a court of appropriate
              jurisdiction the question of whether such indemnification by it
              is against public policy as expressed in the Securities Act and
              will be governed by the final adjudication of such issue.



                                       -3-
<PAGE>   7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on this 9th day
of August, 1999.

                                        HEALTHEON CORPORATION


                                        By: /s/ JOHN L. WESTERMANN III
                                           -------------------------------------
                                                John L. Westermann III
                                                Vice President and
                                                Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jack Dennison and John L. Westermann III,
and each of them, as his attorney-in-fact, with full power of substitution in
each, for him in any and all capacities to sign any amendments to this
registration statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
        SIGNATURE                                         TITLE                                   DATE
-------------------------------        --------------------------------------------       -------------------
<S>                                    <C>                                                <C>
/s/ W. MICHAEL LONG                                                                          August 9, 1999
-------------------------------        Chief Executive Officer and Director
W. Michael Long                        (Principal Executive Officer)

                                                                                             August 9, 1999
/s/ JOHN L. WESTERMANN III             Chief Financial Officer (Principal Financial
-------------------------------        Officer and Accounting Officer)
John L. Westermann III


-------------------------------        Director
James H. Clark


-------------------------------        Director
L. John Doerr

/s/ THOMAS A. JERMOLUK                                                                       August 9, 1999
-------------------------------        Director
Thomas A. Jermoluk

/s/ C. RICHARD KRAMLICH                                                                      August 9, 1999
-------------------------------        Director
C. Richard Kramlich
</TABLE>



                                       -4-
<PAGE>   8
<TABLE>
<S>                                    <C>                                                   <C>
/s/ WILLIAM W. MCGUIRE, M.D.                                                                 August 9, 1999
-------------------------------        Director
William W. McGuire, M.D.

/s/ LAURA D'ANDREA TYSON                                                                     August 9, 1999
-------------------------------        Director
Laura D'Andrea Tyson

/s/ TADATAKA YAMADA, M.D.                                                                    August 9, 1999
-------------------------------        Director
Tadataka Yamada, M.D.
</TABLE>



                                       -5-
<PAGE>   9

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                            DESCRIPTION
------------------ -------------------------------------------------------------
<S>                <C>
      3.2*         Amended and Restated Certificate of Incorporation
      3.4*         Bylaws
      5.1          Opinion of counsel as to legality of securities being registered
     10.2*         1996 Stock Plan
     10.3*         ActaMed Corp. 1997 Stock Option Plan
     10.4*         ActaMed Corp. 1996 Stock Option Plan
     10.5*         ActaMed Corp. 1995 Stock Option Plan
     10.6*         ActaMed Corp. 1994 Stock Option Plan
     10.7*         ActaMed Corp. 1993 Class B Common Stock Option Plan
     10.29*        1998 Employee Stock Purchase Plan
     23.1          Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
                   Exhibit 5.1)
     23.2          Consent of Ernst & Young LLP, independent auditors
     23.3          Consent of Deloitte & Touche LLP, independent auditors
     23.4          Consent of Deloitte & Touche LLP, independent auditors
     24.1          Power of Attorney (see signature page)
</TABLE>
------------------------
*   Incorporated by reference to the Registrant's Registration Statement on
    Form S-1, as amended (No. 333-70553), which was declared effective on
    February 10, 1999.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21310}]
{"company-data": {"conformed-name": "HEALTHEON CORP", "cik": "0001009575", "assigned-sic": "7374", "irs-number": "943236644", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84825", "film-number": "99681463"}, "business-address": {"street1": "4600 PATRICK HENY DRIVE", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4088765000"}, "mail-address": {"street1": "4600 PATRICK HENY DRIVE", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}}
1

          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 1999
                                                     REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                              HEALTHEON CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                -----------------
DELAWARE                                     94-3236644
(STATE OF INCORPORATION)                 (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
-----------------
                            4600 PATRICK HENRY DRIVE
                              SANTA CLARA, CA 95054
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                -----------------

                                 1996 STOCK PLAN
               ACTAMED CORP. 1993 CLASS B COMMON STOCK OPTION PLAN
                      ACTAMED CORP. 1994 STOCK OPTION PLAN
                      ACTAMED CORP. 1995 STOCK OPTION PLAN
                      ACTAMED CORP. 1996 STOCK OPTION PLAN
                      ACTAMED CORP. 1997 STOCK OPTION PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN

                            (FULL TITLE OF THE PLANS)
                                -----------------

                                 W. MICHAEL LONG
                             CHIEF EXECUTIVE OFFICER
                              HEALTHEON CORPORATION
                            4600 PATRICK HENRY DRIVE
                              SANTA CLARA, CA 95054
                                 (408) 876-5000

 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                                -----------------
                                    Copy to:
LARRY W. SONSINI, ESQ.                      JACK DENNISON
            DANIEL R. MITZ, ESQ.              VICE PRESIDENT AND GENERAL COUNSEL
           MARK L. REINSTRA, ESQ.                    HEALTHEON CORPORATION
      WILSON SONSINI GOODRICH & ROSATI              4600 PATRICK HENRY DRIVE
          PROFESSIONAL CORPORATION                   SANTA CLARA, CA 95054
             650 PAGE MILL ROAD                         (408) 876-5000
            PALO ALTO, CA 94304
               (415) 493-9300
================================================================================
2

                         CALCULATION OF REGISTRATION FEE
PROPOSED        PROPOSED
                            TITLE OF                             MAXIMUM         MAXIMUM          MAXIMUM
                           SECURITIES                            AMOUNT          OFFERING        AGGREGATE         AMOUNT OF
                             TO BE                                TO BE         PRICE PER        OFFERING        REGISTRATION
                           REGISTERED                         REGISTERED(1)       SHARE            PRICE              FEE
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.0001
     To be issued for options under the 1996 Stock Plan.... 13,828,715 shares   $49.552(2)       $116,565,467       $32,405
     To be issued for options under the ActaMed Corp. 1993
     Class B Common Stock Option Plan......................    366,104 shares   $ 0.37 (3)       $    135,337       $    37
     To be issued for options under the ActaMed Corp. 1994
     Stock Option Plan.....................................    832,931 shares   $ 2.076(4)       $  1,729,481       $   480
     To be issued for options under the ActaMed Corp.
     1995  Stock Option Plan...............................    192,956 shares   $ 3.237(5)       $    624,599       $   173
     To be issued for options under the ActaMed Corp. 1996
     Stock Option Plan.....................................    245,190 shares   $ 3.237(6)       $    793,680       $   220
     To be issued for options under the ActaMed Corp. 1997
     Stock Option Plan.....................................    209,485 shares   $ 3.667(7)       $    768,181       $   213
     To be issued under the 1998 Employee Stock Purchase
     Plan..................................................  1,000,000 shares   $ 6.80 (8)       $  6,800,000       $ 1,890

            TOTAL                                           16,675,381 SHARES                    $127,416,745       $35,422
=================================================================================================================================
(1)    For the sole purpose of calculating the  registration  fee, the number of
       shares to be registered under this Registration Statement has been broken
       down into seven subtotals.

(2)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended.  Such computation is based on the weighted average of (i) the
       weighted average exercise price of $4.958 per share covering outstanding
       options  under the 1996 Stock Plan to  purchase  12,617,748 shares and
       (ii) $44.594 per share  (the  average of the high and the low prices of
       the Registrant's Common Stock on August 3, 1999) for 1,210,967 shares.

(3)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended.  Such  computation is based on the weighted  average exercise
       price of $0.37 per share covering outstanding options under the ActaMed
       Corp.  1993 Class B Common  Stock  Option Plan to  purchase 366,104
       shares.

(4)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended.  Such  computation is based on the weighted  average exercise
       price of $2.076 per share covering outstanding options under the ActaMed
       Corp. 1994 Stock Option Plan to purchase 832,931 shares.

(5)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended.  Such  computation is based on the weighted  average exercise
       price of $3.237 per share covering outstanding options under the ActaMed
       Corp. 1995 Stock Option Plan to purchase 192,956 shares.

(6)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended.  Such  computation is based on the weighted  average exercise
       price of $3.237 per share covering outstanding options under the ActaMed
       Corp. 1996 Stock Option Plan to purchase 245,190 shares.

(7)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended.  Such  computation is based on the weighted  average exercise
       price of $3.667 per share covering outstanding options under the ActaMed
       Corp. 1997 Stock Option Plan to purchase 209,485 shares.
3
(8)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended. Such computation is based on $6.80 per share, which is 85% of
       the fair market value of the Registrant's Common Stock on February 10,
       1999 (equal to the price to the public as set forth in the final
       prospectus for the Registrant's initial public offering). Pursuant to the
       1998 Employee Stock Purchase Plan, shares are sold at 85% of the lesser
       of the fair market value of such shares on the first day of an offering
       period or last day of the applicable purchase period.
4

                              HEALTHEON CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are  hereby  incorporated  by  reference  into this  Registration
Statement the following documents and information  heretofore filed by Healtheon
Corporation (the "Registrant") with the Securities and Exchange  Commission (the
"Commission"):

         (a) The Registrant's Prospectus dated February 10, 1999 as filed by the
Registrant pursuant to Rule 424(b) promulgated under the Securities Act of 1933,
as amended (the "Securities Act").

         (b) The Registrant's Form 10-Q for the period ended March 31, 1999 as
filed on May 17, 1999 pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

         (c) The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on February 8, 1999
pursuant to Section 12(g) of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Reference is made to Article V of the Amended and Restated Certificate
of Incorporation of the Registrant filed as Exhibit 3.2 incorporated by
reference; Article VI of the Bylaws of the Registrant filed as Exhibit 3.4
incorporated by reference; Section 145 of the Delaware General Corporation Law;
and indemnification agreements entered into between the Company and its officers
and directors which, among other things, and subject to certain conditions,
authorize the Company to indemnify, or indemnify by their terms, as the case may
be, the directors and officers of the Company against certain liabilities and
expenses incurred by such persons in connection with claims made by reason of
their being such a director or officer.
5

         The Company has obtained directors and officers insurance providing
indemnification for certain of the Company's directors, officers, affiliates,
partners or employees for certain liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
EXHIBIT
     NUMBER                               DESCRIPTION
------------------ -------------------------------------------------------------
3.2*         Amended and Restated Certificate of Incorporation
      3.4*         Bylaws
      5.1          Opinion of counsel as to legality of securities being registered.
     10.2*         1996 Stock Plan
     10.3*         ActaMed Corp. 1997 Stock Option Plan
     10.4*         ActaMed Corp. 1996 Stock Option Plan
     10.5*         ActaMed Corp. 1995 Stock Option Plan
     10.6*         ActaMed Corp. 1994 Stock Option Plan
     10.7*         ActaMed Corp. 1993 Class B Common Stock Option Plan
     10.29*        1998 Employee Stock Purchase Plan
     23.1          Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
                   Exhibit 5.1)
     23.2          Consent of Ernst & Young LLP, independent auditors
     23.3          Consent of Deloitte & Touche LLP, independent auditors
     23.4          Consent of Deloitte & Touche LLP, independent auditors
     24.1          Power of Attorney (see signature page)
---------------------
*    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1, as amended (No. 333-70553), which was declared effective on
     February 10, 1999.

ITEM 9.  UNDERTAKINGS.

         (a)  The Registrant hereby undertakes:

              (i)   To file, during any period which offers or sales are being
                    made, a post-effective amendment to this registration
                    statement to include any material information with respect
                    to the plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement.

              (ii)  That, for the purpose of determining any liability under
                    the Securities Act, each post-effective amendment shall be
                    deemed to be a new registration statement relating to the
                    securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

                                       -2-
6

              (iii) To remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering.

          (b) The Registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act, each filing
              of the Registrant's annual report pursuant to Section 13(a) or
              Section 15(d) of the Exchange Act (and, where applicable, each
              filing of an employee benefit plan's annual report pursuant to
              Section 15(d) of the Exchange Act) that is incorporated by
              reference in the Registration Statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall
              be deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
              Securities Act may be permitted to directors, officers and
              controlling persons of the Registrant pursuant to law, the
              Registrant's Amended and Restated Certificate of Incorporation,
              Bylaws or indemnification agreements, or otherwise, the
              Registrant has been advised that in the opinion of the
              Securities and Exchange Commission such indemnification is
              against public policy as expressed in the Securities Act and is
              therefore unenforceable. In the event that a claim for
              indemnification against such liabilities (other than the payment
              by the Registrant of expenses incurred or paid by a director,
              officer or controlling person of the Registrant in a successful
              defense of any action, suit or proceeding) is asserted by such
              director, officer or controlling person in connection with the
              securities being registered hereunder, the Registrant will,
              unless in the opinion of its counsel the matter has been settled
              by controlling precedent, submit to a court of appropriate
              jurisdiction the question of whether such indemnification by it
              is against public policy as expressed in the Securities Act and
              will be governed by the final adjudication of such issue.

                                       -3-
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on this 9th day
of August, 1999.

                                        HEALTHEON CORPORATION

                                        By: /s/ JOHN L. WESTERMANN III
                                           -------------------------------------
                                                John L. Westermann III
                                                Vice President and
                                                Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jack Dennison and John L. Westermann III,
and each of them, as his attorney-in-fact, with full power of substitution in
each, for him in any and all capacities to sign any amendments to this
registration statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                         TITLE                                   DATE
-------------------------------        --------------------------------------------       -------------------
/s/ W. MICHAEL LONG                                                                          August 9, 1999
-------------------------------        Chief Executive Officer and Director
W. Michael Long                        (Principal Executive Officer)

                                                                                             August 9, 1999
/s/ JOHN L. WESTERMANN III             Chief Financial Officer (Principal Financial
-------------------------------        Officer and Accounting Officer)
John L. Westermann III

-------------------------------        Director
James H. Clark

-------------------------------        Director
L. John Doerr

/s/ THOMAS A. JERMOLUK                                                                       August 9, 1999
-------------------------------        Director
Thomas A. Jermoluk

/s/ C. RICHARD KRAMLICH                                                                      August 9, 1999
-------------------------------        Director
C. Richard Kramlich
-4-
8
/s/ WILLIAM W. MCGUIRE, M.D.                                                                 August 9, 1999
-------------------------------        Director
William W. McGuire, M.D.

/s/ LAURA D'ANDREA TYSON                                                                     August 9, 1999
-------------------------------        Director
Laura D'Andrea Tyson

/s/ TADATAKA YAMADA, M.D.                                                                    August 9, 1999
-------------------------------        Director
Tadataka Yamada, M.D.
-5-
9

                                INDEX TO EXHIBITS
EXHIBIT
     NUMBER                            DESCRIPTION
------------------ -------------------------------------------------------------
3.2*         Amended and Restated Certificate of Incorporation
      3.4*         Bylaws
      5.1          Opinion of counsel as to legality of securities being registered
     10.2*         1996 Stock Plan
     10.3*         ActaMed Corp. 1997 Stock Option Plan
     10.4*         ActaMed Corp. 1996 Stock Option Plan
     10.5*         ActaMed Corp. 1995 Stock Option Plan
     10.6*         ActaMed Corp. 1994 Stock Option Plan
     10.7*         ActaMed Corp. 1993 Class B Common Stock Option Plan
     10.29*        1998 Employee Stock Purchase Plan
     23.1          Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
                   Exhibit 5.1)
     23.2          Consent of Ernst & Young LLP, independent auditors
     23.3          Consent of Deloitte & Touche LLP, independent auditors
     23.4          Consent of Deloitte & Touche LLP, independent auditors
     24.1          Power of Attorney (see signature page)
------------------------
*   Incorporated by reference to the Registrant's Registration Statement on
    Form S-1, as amended (No. 333-70553), which was declared effective on
    February 10, 1999.