Room 4561

February 23, 2006

Robert A. Frist, Jr.
Chief Executive Officer
HealthStream, Inc.
209 10th Avenue South, Suite 450
Nashville, TN  37203

	Re:	HealthStream, Inc.
		Form 10-K For the Year Ended December 31, 2004
      Forms 10-Q For the Quarters Ended March 31, June 30 and
      	September 30, 2005
		File No. 000-27701

Dear Mr. Frist,

      We have reviewed your responses to the comments raised in
our
letter dated December 30, 2005 and have the following comments.

      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.

Prior comment 3

1. With regard to the advance billings for the two courseware
subscription contracts consummated in December 2004, tell us why
you
believe that gross presentation of the related accounts receivable
and deferred revenue is appropriate. Tell us the length of the
underlying subscription periods and whether you have the legal
right
to bill and collect the fee for the entire period prior to the
start
of the subscription period.  Your response should also address
your
consideration of whether these arrangements represent executory
contracts under which neither party has performed, in which case
no
amounts would be recorded.

2. With regard to your recognition of revenue from tiered pricing
arrangements on a straight-line basis, identify the specific
accounting literature upon which you have relied in adopting this
recognition pattern.  That is, explain how you determined that
recognizing revenue in excess of amounts billed is appropriate.

3. With regard to the statement in your supplemental response
dated
February 17, 2006 that you have not historically experienced
problems
in collecting from customers with tiered pricing arrangements,
clarify the length of time such arrangements have been offered to
customers.

Prior comment 4

4. Refer to your response to prior comment 4.  We do not believe
that
you have adequately demonstrated that the exclusion of all
amortization and depreciation expenses from cost of sales is
appropriate.  Although not tied to specific products or services,
explain why you believe that none of these costs are associated
with
providing goods and services to your customers.  For example, in
your
response you state that you have excluded certain amortization and
depreciation expenses from cost of sales because they relate to
your
"platform or delivery vehicle".  Explain why you believe these
costs
are unrelated to providing services when your response suggests
that
this "delivery vehicle" makes it possible to provide services to
customers.  Refer by analogy to Question 17, Statement 86, FASB
Staff
Implementation Guide.  Alternatively, to the extent that such
amounts
are excluded from cost of revenues, revise your presentation to
comply with SAB Topic 11B.

      You may contact Tamara Tangen at (202) 551-3443 if you have
any
questions regarding our comments on the financial statements and
related matters.  Please contact me at (202) 551-3488 with any
other
questions.

								Sincerely,



								Stephen G. Krikorian
      							Branch Chief - Accounting


Robert A. Frist, Jr.
HealthStream, Inc.
February 23, 2006
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