Prepared by MERRILL CORPORATION www.edgaradvantage.com

MEDICALOGIC/MEDSCAPE, INC.
(Exact name of registrant as specified in its charter)

20500 NW Evergreen Parkway
Hillsboro, Oregon 97214
(503) 531-7000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Mark E. Boulding
General Counsel, Executive Vice President, Government and Regulatory Affairs, and Secretary
MedicaLogic/Medscape, Inc.
20500 NW Evergreen Parkway
Hillsboro, Oregon 97214
(503) 531-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Todd A. Bauman
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204
(503) 224-3380

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /x/

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold nor may offers to buy be accepted until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

14,873,285 Shares of Common Stock
5,933,332 Shares of Series 1 Convertible Preferred Stock
Warrants to Purchase 4,537,254 Shares of Common Stock

The security holders of MedicaLogic/Medscape, Inc. named in this prospectus may sell shares of our common stock. In addition, certain of the security holders of Medicalogic/Medscape, Inc. named in this prospectus may sell shares of our Series 1 Convertible Preferred Stock and common stock purchase warrants. 10,176,469 shares of common stock subject to this prospectus are issuable upon the conversion or exercise, as applicable, of the Series 1 Convertible Preferred Stock and common stock purchase warrants also subject to this prospectus. We will not receive any proceeds from the sale of these securities by the security holders.

The security holders may sell these securities from time to time at market prices, in negotiated transactions or otherwise. The security holders will pay commissions or discounts to brokers or dealers in amounts to be negotiated immediately prior to the sale. See "Plan of Distribution" for more information on this topic.

Our common stock is traded on the Nasdaq National Market under the symbol "MDLI." On March 1, 2001, the last sale price for our common stock as reported on the Nasdaq National Market was $2.5625 per share.

See "Risk Factors" on page 4 for a discussion of risks related to an investment in the common stock, preferred stock and common stock purchase warrants.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should rely only on the information provided or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different information. Neither we, nor any other person on our behalf, is making an offer to sell or soliciting an offer to buy any of the securities described in this prospectus in any state where the offer is not permitted by law. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this prospectus. There may have been changes in our affairs since the date of the prospectus.

The business of Medscape is to deliver "health information that matters" to health professionals and consumers, with the goal of saving time and money, and improving the healthcare experience. We provide health information ranging from journalistic content including medical news, articles, and conference summaries, to highly specific data such as individual digital medical records. We combine this information to facilitate improved decision making by physicians and patients at the point of care. We provide to healthcare providers and consumers an array of offerings that range from the simplest to adopt—browsing a website or downloading pages to a handheld or wireless device—to the deepest applications, including a comprehensive, paperless, digital medical record system. Our strategy is to engage as many end users as possible with its broad reaching services, then to move customers toward deeper applications, in manageable steps of complexity and functionality.

We have been developing, marketing and supporting electronic medical records for over a decade with products in daily use by physicians throughout the United States. While most healthcare information systems have primarily supported financial and administrative functions, we have focused on the challenge of providing clinical solutions for physicians, patients and medical care providers. Our technology uses both the Internet and wireless technology to link medical care providers and consumers to physicians using our many offerings. We are a leading provider of electronic medical record software in the healthcare industry. We also provide physicians with Internet based transcription services, via voice capture by either telephone or handheld devices, returning finished notes through the Internet. In addition, we provide web-based healthcare information that assists both physicians and patients, services to facilitate connectivity, transactions, information and communications between physicians, patients and medical care providers.

We were incorporated in May 1985; our executive offices are located at 20500 NW Evergreen Parkway, Hillsboro, Oregon 97214, and our telephone number is (503) 531-7000.

You should carefully consider the following risk factors and other information in or incorporated in this prospectus before deciding to invest in shares of our common stock, preferred stock or common stock purchase warrants.

The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not known to us or that we now think are immaterial may also impair our business operations.

If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected. If that occurs, the trading price of our common stock could decline, which could reduce the value of our preferred stock and common stock purchase warrants, and you may lose all or part of your investment.

If we do not achieve or maintain broad acceptance of our products and services by medical professionals, patients and other healthcare providers, our business will be harmed.

Our business model depends on our ability both to sell our products and services to medical professionals and other healthcare providers and to generate usage by a large number of medical professionals and consumers. Failure to achieve broad acceptance of our products and services by physicians and other healthcare providers would severely limit our ability to implement our business model.

Likewise, failure to achieve or maintain market acceptance of our Web sites would result in a loss of revenue. Market acceptance of our Web sites depends upon continued growth in the use of the Internet generally and, in particular, as a source of healthcare information services for medical professionals and consumers.

Achieving market acceptance for our products and services will require substantial marketing efforts and the expenditure of significant financial and other resources. Use of our products and services requires medical professionals to integrate our products and services into their office work flow and to adopt different behavior patterns and new methods of conducting business and exchanging information. Medical professionals may not choose to use our products and services.

We have a history of net operating losses and may not be profitable in the future.

Failure to achieve or maintain profitability could materially and adversely affect the market price of our common stock. We have incurred significant losses since we began doing business. As of December 31, 2000, we accumulated losses of $385 million. We may not achieve favorable operating results or profitability in the foreseeable future.

To remain competitive, we may need additional financing, which may not be available on satisfactory terms or at all.

We expect our existing cash will be sufficient for us to meet our working capital and capital expenditure requirements for at least the next 12 months. We may, however, need additional financing sooner if we:

If we raise additional funds through the sale of equity or convertible debt securities, your percentage ownership will be reduced. In addition, these transactions may dilute the value of our common stock. We may issue securities with rights, preferences and privileges senior to our common stock. We may not be able to raise additional funds on terms satisfactory to us or at all.

Our business will suffer if we fail to successfully integrate any acquired technologies and companies in the future.

Integrating any newly acquired organizations and technologies in the future could be expensive, time consuming and may strain our resources. Future acquisitions could divert management's attention from other business concerns and expose us to unforeseen liabilities or risks associated with entering new markets. We may also lose our current customers if any acquired companies have relationships with competitors of our customers. Consequently, we may not be successful in integrating acquired businesses or technologies and may not achieve anticipated revenue and cost benefits. Also, these acquisitions may not result in sufficient revenues or earnings to justify our investment in, or expenses related to, these acquisitions, and synergies may not develop. Our industry is consolidating and we expect that we will face intensified competition for acquisitions, especially from larger, better-funded organizations. If we fail to execute our acquisition strategy successfully for any reason, our business will suffer significantly.

We have depended, and will depend, on the healthcare industry for a significant portion of our revenues.

Our revenues could seriously decrease if there were adverse developments in the healthcare industry. Our near-term and long-term prospects depend upon selling our services to both pharmaceutical companies and healthcare providers such as IDNs, hospitals, clinics and physician practices. Accordingly, our success is highly dependent on the sales and marketing expenditures of pharmaceutical companies, the technology expenditures of healthcare providers and our ability to attract these expenditures. Some of the adverse developments in the healthcare industry that could affect our revenues would be:

Our failure to successfully introduce new products and services could adversely affect our integrated business model and revenues.

Any failure by us to introduce or enhance planned products or to introduce these products on schedule could make it difficult for us to implement our integrated products and services. Moreover, even if Medscape were able to release a new or enhanced product or service when expected, initial releases of software often contain errors or defects. For example, past releases of Medscape Logician have contained errors and defects that required us to provide corrections and other upgrades. Developing, integrating, enhancing and customizing such products and services could be expensive and time consuming.

If we fail to establish and maintain strategic relationships, we may be unable to sustain or grow our business.

We depend upon certain strategic relationships to extend the reach of our products and services to a larger number of participants in the healthcare industry, and to develop and deploy new products and generate additional revenue. If we lose any of our existing strategic relationships or fail to establish additional strategic relationships, or if our strategic relationships fail to provide anticipated benefits, we may not be able to sustain or grow our business. We have limited experience in establishing and maintaining strategic relationships with healthcare, Internet, and self insured industry participants. Entering into strategic relationships is complicated by the following factors:

Intense competition may lead to reduced sales of our products and services and impede our ability to achieve a significant market share.

The industries in which we compete are intensely competitive and subject to fragmentation, high growth and rapid technological change. We face significant competition from traditional healthcare information system vendors and Internet healthcare companies as they expand their product offerings. We also currently compete, or potentially compete, with many providers of web content, information services and products, as well as traditional media and promotional efforts, for audience attention and advertising and sponsorship expenditures. Many of these companies have significantly greater financial resources than we have, as well as well-established brand names and large installed customer bases. We may be unable to compete successfully against these organizations or establish significant market share.

Our failure to manage growth effectively could have a significant negative impact on our business operations.

We will need to continue to expand our operations rapidly if we successfully achieve broad market acceptance of our products and services. Difficulties in managing any future growth could have a significant negative impact on our business operations, increase our costs and make it more difficult for us to achieve profitability. We may not be able to project the rate or timing of increases in the use of our products and services accurately or to expand and upgrade our systems and infrastructure to accommodate these increases. Our future results of operations will depend on the ability of our officers and various employees to manage changing business conditions and to implement and improve our technical, administrative, financial control and reporting systems in response to our anticipated rapid growth.

If we are unable to protect our intellectual property rights, our competitive position may be adversely affected.

Our ability to compete depends upon our proprietary systems and technology. The steps we currently take to protect our intellectual property rights may prove to be inadequate, time consuming and expensive. Misappropriation of our intellectual property may make us less competitive and require us to engage in expensive litigation to enforce or protect our intellectual property rights or to defend against claims of invalidity.

We could be subject to intellectual property infringement claims as the number of our competitors grows and the functionality of our products and services overlaps with competing products. We could incur substantial costs and diversion of management resources defending any infringement claims. In

addition, a party making a claim against us could secure a judgement awarding substantial damages, as well as injunctive or other equitable relief that could effectively block our ability to provide products or services. Licenses for intellectual property of third parties that might be required for our products or services may not be available on commercially reasonable terms, or at all.

Our systems may experience failures which could cause our revenues to decline.

Any significant interruption in our operations would cause our revenues to decline. We have experienced periodic system interruptions in the past, which may occur again. Any significant interruptions in our services or an increase in response time could result in a loss of potential or existing users and members, strategic partners or advertisers and sponsors and, if sustained or repeated, could reduce the attractiveness of our Web sites to these parties in the future. Our insurance policies have low coverage limits and, therefore, cannot adequately compensate us for any material losses that may occur due to disruptions in our service.

Our Web sites may be required to accommodate a high volume of traffic and deliver frequently updated information. Users may experience slower response times or system failures due to increased traffic on these Web sites or for a variety of other reasons. We depend on content providers to provide information and data feeds on a timely basis. These Web sites could experience disruptions or interruptions in service due to the failure or delay in the transmission or receipt of this information.

Our security measures may not prevent security breaches. Substantial or ongoing security breaches on our system or other Internet-based systems could reduce user confidence in our Web sites and other Internet-based products and services, leading to reduced usage and lower revenues. The secure transmission of confidential information over the Internet is essential in maintaining confidence in our Web sites and will be increasingly important as we expand our consumer-oriented and Internet-based offerings. Consumers generally are concerned with security and privacy on the Internet and any publicized security problems could inhibit the growth of the Internet and, therefore, our products and services. We will need to incur significant expense to protect and remedy against security breaches.

A party that is able to circumvent our security systems could steal proprietary information or cause interruptions in our operations. Employees who handle proprietary information may also misappropriate that information. Security breaches could damage our reputation and expose us to a risk of loss or litigation and possible liability. Our insurance policies carry low coverage limits, which may not be adequate to reimburse us for losses caused by security breaches. We also face risks associated with security breaches affecting third parties conducting business over the Internet.

Our common stock is traded on the Nasdaq National Market, which has experienced and is likely to continue to experience significant price and volume fluctuations. These market fluctuations could adversely affect the market price of our common stock without regard to our operating performance.

Federal and state legislation and regulation affecting the healthcare industry could severely restrict our ability to operate our business.

We are subject to federal and state legislation and regulation affecting the healthcare industry. Existing and new laws and regulations applicable to the healthcare industry could have a material adverse effect on our ability to operate our business. The federal and state governments extensively regulate the confidentiality and release of patient and medical records. It may be expensive to implement security or other measures designed to comply with new legislation. Moreover, we may be restricted or prevented from delivering patient records or health information electronically.

A federal law commonly known as the Medicare/Medicaid anti-kickback law, and several similar state laws, prohibit payments that are intended to induce physicians or others to acquire, arrange for or recommend the acquisition of healthcare products or services. Another federal law, commonly known as the Stark law, prohibits physicians from referring Medicare and Medicaid patients for designated health services to entities with which they have a financial relationship, unless that relationship qualifies for an explicit exception to the referral ban. The application and interpretation of these laws are complex and difficult to predict and could constrain our financial and marketing relationships or our ability to obtain pharmaceutical or other corporate sponsorship for our products.

The Internet is subject to many legal uncertainties and potential government regulations that may decrease demand for our services, increase our cost of doing business or otherwise have a material adverse effect on our financial results or prospects.

Any new law or regulation pertaining to the Internet, or the application or interpretation of existing laws, could decrease demand for our services, increase our cost of doing business or otherwise have a material adverse effect on our financial results and prospects.

Laws and regulations may be adopted in the future that address Internet-related issues, including online content, user privacy, pricing and quality of products and services. For example, although it was held unconstitutional, in part, the Communications Decency Act of 1996 prohibited the transmission over the Internet of various types of information and content. In addition, several telecommunications carriers are seeking to have telecommunications over the Internet regulated by the Federal Communications Commission in the same manner as other telecommunications services. Because the growing popularity and use of the Internet has burdened the existing telecommunications infrastructure in many areas, local exchange carriers have petitioned the FCC to regulate Internet service providers in a manner similar to long distance telephone carriers and to impose access fees on the Internet service providers.

The United States or foreign nations may adopt legislation aimed at protecting Internet users' privacy. This legislation could increase our cost of doing business and negatively affect our financial results. For example, the Federal Trade Commission began enforcing requirements under the Children's Online Privacy Protection Act in April 2000. The act applies to the online collection of personal information from children under 13, and imposes significant compliance burdens and potential penalties on operators of Web sites that collect covered information. Moreover, it may take years to determine the extent to which existing laws governing issues like property ownership, libel, negligence and personal privacy are applicable to the Internet. Currently, U.S. privacy law consists of disparate state and federal statutes regulating specific industries that collect personal data. Most of them predate and therefore do not specifically address online activities. However, European nations are now implementing a European Union Data Privacy Directive regulating the transmission and storage of personal information and data. In addition, a number of comprehensive legislative and regulatory privacy proposals are now under consideration by federal, state and local governments in the United States. In some cases, such as the European Directive, these comprehensive privacy proposals include special rules that provide added protections for sensitive information, including information about health and medical conditions.

State and federal laws that protect individual health information may limit our plans to collect, use and disclose that information.

If we fail to comply with current or future laws or regulations governing the collection, dissemination, use and confidentiality of patient health information, this failure could have a material adverse effect on our business, operating results and financial condition.

Consumers sometimes enter private health information about themselves or their family members when using our services. Physicians or other health care professionals who use our products will directly enter health information about their patients, including information that constitutes a medical record under applicable law, that we will store on our computer systems. Also, our systems record use patterns

when consumers access our databases that may reveal health-related information or other private information about the user. Numerous federal and state laws and regulations, the common law, and contractual obligations govern collection, dissemination, use and confidentiality of patient-identifiable health information, including:

HIPAA will have a direct impact upon certain aspects of our business. Adhering to HIPAA could result in significant costs, as well as result in the delay or abandonment of certain products or services, which could negatively affect our business. Because we intend to market some of our services as meeting these regulatory requirements, our success will also depend on other healthcare participants adhering to these regulations. In addition, the laws of other countries also govern the use of and disclosure of health information. Any failure by us or our personnel or partners to comply with any of these legal and other requirements could result in material liability. Although we have systems in place for safeguarding patient health information from unauthorized disclosure, these systems may not preclude successful claims against us for violation of applicable law or other requirements. Other third-party sites or links that consumers access through our Web sites also may not maintain systems to safeguard this health information, or may circumvent systems we put in place to protect the information from disclosure. In some cases, we may place our content on computers that are under the physical control of others, which may increase the risk of an inappropriate disclosure of health information. For example, we currently contract out the hosting of some of our Web sites to third parties. In addition, future laws or changes in current laws may necessitate costly adaptations to our systems.

We intend to develop medical information systems and market research services that we will use to collect, analyze and report de-identified aggregate medical data, medical research, outcomes and financial data pertaining to items such as prescribing patterns and usage habits. Some states have enacted legislation regulating the aggregation of health information and the manipulation, use and ownership of that aggregated data, even when this data does not reveal the patient's identity. Because this area of the law is rapidly changing, our collection, analysis and reporting of aggregate healthcare data maintained in our database may not at all times and in all respects comply with laws or regulations governing the ownership, collection and use of this data. Future laws or changes in current laws governing the ownership, collection and use of aggregate healthcare data may necessitate costly adaptations to our systems or limit our ability to use this data.

FDA and FTC regulations on advertising and promotional activities may be burdensome and negatively affect our ability to provide some applications or services, which could lead to higher than anticipated costs or lower than anticipated revenues.

Complying with Food and Drug Administration and Federal Trade Commission regulations may be time consuming, burdensome and expensive and could negatively affect our ability to continue providing some applications or services, or to introduce new applications or services in a timely manner. This may result in higher than anticipated costs or lower than anticipated revenues. In addition, because part of our business involves direct-to-consumer advertising of prescription drugs, any increase in FDA or FTC regulation of these advertisements or the enforcement of these regulations or

policies could make it more difficult for us to provide existing or future applications or services to our audience or obtain the necessary corporate sponsorship to do so.

Any current or future regulatory requirements that the FDA or the FTC impose on us or our advertisers and sponsors could harm us by:

As a consequence of these harms, we might lose advertising or sponsorship revenue, spend significant amounts of our limited resources on regulatory experts in the area of FDA or FTC compliance, or receive adverse publicity that negatively affects share value. In addition to existing FDA and FTC regulation of advertising and promotion by pharmaceutical, biotechnology and medical device companies, our business faces a potential risk of increased FDA and FTC regulation of these activities in an online context.

Changes in existing FDA regulatory requirements or policies, or our failure to comply with current or future requirements or adoption of new requirements could increase our cost of doing business and cause our revenues to decline.

We face potential FDA regulation of software that we develop for use on our Web sites or in our clinical applications. Some computer applications and software are considered medical devices and are subject to regulation by the FDA. If FDA regulations were applicable to any of our products and services, complying with those regulations would be time consuming, burdensome and expensive and could delay or prevent introduction of new products or services.

While the FDA's policies regarding the regulation of software are evolving, based on the FDA's informal policy statements regarding the scope of its regulation of stand-alone software, we do not believe that our current products or services are subject to FDA regulation as medical devices because they do not meet the statutory definition of a device. However, the FDA may take the view that some of our current or future applications or services do in fact meet the definition of a medical device and, therefore, are subject to regulation, or the FDA may change its policies or regulations with respect to regulation of software or Internet technologies. Also, we may expand our product and service offerings into areas that subject us to FDA regulation. If the FDA finds that our software is subject to regulation as a medical device, the applicable regulatory controls could include both pre-market and post-market requirements and the FDA might require us:

We do not have any experience in preparing the required documentation for FDA clearance or approval of a medical device, including the conduct of supporting clinical trials or other studies, or complying with other FDA regulations that would apply both before and after clearance or approval.

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission under the Securities and Exchange Act of 1934. We have filed with the SEC a registration statement under the Securities Act of 1933 for the common stock offered by this prospectus. For further information, you should refer to the registration statement and its exhibits. You can inspect and copy our reports, proxy statements, the registration statement and other information filed with the SEC at the offices of the SEC's Public Reference Room at 450 Fifth Street, N.W., Room 1024, Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC maintains an Internet Website at http://www.sec.gov where you can obtain some of our SEC filings. In addition, you can inspect our reports, proxy materials and other information at the offices of the Nasdaq Stock Market at 1735 K Street NW, Washington D.C. 20006.

The SEC allows us to "incorporate by reference" the information we file with the SEC, which means we can disclose information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information we file later with the SEC will automatically update and take the place of this information. We are incorporating by reference in this prospectus the following documents filed with the SEC under the Exchange Act:

In addition, we incorporate by reference all documents we will file with the SEC in the future under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the termination of this offering. We refer to these documents, and the documents listed above, in this prospectus as "incorporated documents." You should consider all incorporated documents a part of this prospectus.

You may request, without charge, a copy of any incorporated document (excluding exhibits, unless we have specifically incorporated an exhibit in an incorporated document) by writing or telephoning us at our principal executive offices at the following address:

MedicaLogic/Medscape, Inc.
20500 NW Evergreen Parkway
Hillsboro, OR 97214
Attention: Corporate Secretary
Telephone: (503) 531-7000

Certain of the shares of common stock being offered for sale by the selling security holders were acquired in private placements by the Company in July and August 1999. The shares of preferred stock and common stock purchase warrants being offered for resale were issued by Medscape in a private placement in January 2001. In addition, certain shares of common stock being offered for resale by the selling security holders will be acquired upon conversion or exercise, as the case may be, of the preferred stock and common stock purchase warrants. Each share of preferred stock is currently convertible into shares of common stock on a one-for-one basis.

The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling security holders as of March 1, 2001, and as adjusted to reflect the sale of shares of common stock in this offering. Except for Franklin Capital Associates III, LP, each selling shareholder is registering all of the Medscape securities owned by it for resale in this offering. Franklin Capital Associates III, LP owned 686,563 shares of common stock prior to the offering and will own 633,931 shares of common stock after the offering.

Name of selling shareholder	Amount of common stock beneficially owned by shareholder before offering		Amount offered for selling shareholder's account by this prospectus
Coleman Swenson Hoffman Booth IV LP	798,762	(1)	798,762
Cranshire Capital	294,118	(2)	294,118
Crosslink Crossover Fund III, LP	155,295	(3)	155,295
Delta Growth, LP	10,588	(4)	10,588
Franklin Capital Associates III, LP	52,632		52,632
Gruber & McBaine International	294,118	(5)	294,118
Halifax Fund, LP	588,235	(6)	588,235
Lagunitas Partners, LP	882,353	(7)	882,353
Montrose Investments, Ltd.	1,176,471	(8)	1,176,471
National Data Corporation	708,581		708,581
Offshore Crosslink Crossover Fund III, LP	10,588	(9)	10,588
Quantum Industrial Partners LDC	4,509,596	(10)	4,509,596
RAM Trading, Ltd.	588,235	(11)	588,235
SFM Domestic Investments LLC	4,509,596	(12)	4,509,596

Neal Moszkowski, a director of Medscape, is an employee of Soros Private Funds Management, LLC, an affiliate of Soros Fund Management LLC, which is the principal investment advisor to Quantum Industrial Partners LDC. Mr. Moszkowski is also a member of SFM Domestic Investments LLC.

We are registering shares of common stock, Series 1 Convertible Preferred Stock and common stock purchase warrants on behalf of the selling security holders. "Selling security holders" includes donees, pledgees, transferees or successors-in-interest selling securities received from a named selling security holder as a gift, pledge, partnership distribution or other non-sale related transfer after the date of this prospectus. The selling security holders will offer and sell the securities to which this prospectus relates for their own accounts. We will not receive any proceeds from the sale of the securities. All costs, expenses and fees in connection with the registration of the securities offered hereby will be borne by us. Brokerage commissions and similar selling expenses, if any, attributable to the sale of securities will be borne by the selling security holders. Sales of the securities may be effected by selling security holders from time to time in one or more types of transactions, including block transactions,

or a combination of these methods of sale or through any lawful manner, at market prices prevailing at the time of sale, or at negotiated prices. These transactions may or may not involve brokers or dealers. The selling security holders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities, nor is there an underwriter or coordinating broker acting in connection with the proposed sale of securities by the selling security holders.

The selling security holders may sell securities directly to purchasers or to or through broker-dealers, which may act as agents or principals. The broker-dealers may receive compensation in the form of discounts, concessions, or commissions from the selling security holders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal, or both. This compensation as to a particular broker-dealer might be in excess of customary commissions.

The selling security holders and any broker-dealers that act in connection with the sale of securities might be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, and any commissions received by these broker-dealers and any profit on the resale of the securities sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act. We have agreed to indemnify each selling security holder against specified liabilities, including liabilities arising under the Securities Act. The selling security holders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the securities against certain liabilities, including liabilities arising under the Securities Act.

Because selling security holders may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, the selling security holders will be subject to the prospectus delivery requirements of the Securities Act. We have informed the selling security holders that the anti-manipulative provisions of Regulation M promulgated under the Exchange Act may apply to their sales in the market.

Selling security holders also may resell all or a portion of the securities in open market transactions in reliance upon Rule 144 under the Securities Act, provided they meet the criteria and conform to the requirements of that rule.

If we are notified by a selling security holder that any material arrangement has been entered into with a broker-dealer for the sale of securities through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, under Rule 424(b) under the Act, disclosing

In addition, if we are notified by a selling security holder that a donee, pledgee, transferee or other successor-in-interest intends to sell more than 500 shares of common stock or preferred stock, a supplement to this prospectus will be filed.

Following is a brief summary of the relative rights and preferences of the Series 1 Convertible Preferred Stock of the Company, which does not purport to be complete. For a complete description of the relative rights and preferences of the Series 1 Convertible Preferred Stock, reference is made to Article II.D. of the Company's 1999 Restated Articles of Amendment, as amended by the Articles of Amendment (the "Articles"), a copy of which is an exhibit to the registration statement.

5,933,332 shares of the Series 1 Convertible Preferred Stock are authorized and have been issued and are outstanding. These shares were issued in connection with the Preferred Stock and Warrant Purchase Agreement, as amended by the First Amendment, dated as of December 22, 2000 (the "Purchase Agreement"). The Articles provide that the Board of Directors may provide for issuance of up to a total of 50,000,000 shares of Preferred Stock in series, including the previously issued shares of Series 1 Convertible Preferred Stock, and to determine the designation, relative rights, preferences and limitations of the shares of each such series. Among other things, the Board of Directors has the authority to determine:

2. Whether shares of that series shall have full, special, conditional, limited or no voting rights, except to the extent otherwise provided by the Oregon Business Corporation Act, as amended from time to time (the "Act");

3. Whether shares of that series shall be convertible and the terms and conditions of the conversion, including provision for adjustment of the conversion rate in circumstances determined by the Board of Directors;

4. Whether shares of that series shall be redeemable and the terms and conditions of redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions or at different redemption dates;

5. The dividend rate, if any, on shares of that series, the manner of calculating any dividends and the preferences of any dividends;

6. The rights of shares of that series in the event of voluntary or involuntary dissolution of the Company and the rights of priority of that series relative to the Common Stock and any other series of Preferred Stock on the distribution of assets on dissolution; and

7. Any other rights, preferences and limitations of that series that are permitted by law to vary.

Section II.D. of the Articles set forth the designation, relative rights, preferences and limitations of the Series 1 Convertible Preferred Stock as determined by the Board of Directors.

Each share of Series 1 Convertible Preferred Stock is entitled to accumulate dividends at the rate of 27 cents per share per annum, prior and in preference to any declaration of payment of dividend of the Company's capital stock ranking equal ("Parity Capital Stock") or junior ("Junior Capital Stock") to the Series 1 Convertible Preferred Stock in dividend rights and upon liquidation, dissolution or winding up of the Company. This dividend shall be cumulative, compound annually and be payable upon the occurrence of certain liquidation, redemption or conversion events. Additionally, if the Company declares or pays any dividends upon the Common Stock, the Company must also declare and pay the same dividends to the holders of the Series 1 Convertible Preferred Stock as if the shares of the Series 1 Convertible Preferred Stock have been converted on a share for share basis into Common Stock immediately prior to the record date for the dividend.

Upon liquidation, dissolution or winding up, the holders of the Series 1 Convertible Stock will rank junior in right of payment to all creditors of the Company. Each holder of Series 1 Convertible Preferred Stock, however, shall be entitled to receive out of the assets of the Company available for distribution, before any distribution is made to the holders of Junior Capital Stock, an amount equal to the greater of (i) the sum of $3 per outstanding share of Series 1 Convertible Preferred Stock held by such holder (as adjusted to account for certain dilutive events and recapitalizations), plus an amount equal to the accrued and unpaid dividends on the Series 1 Convertible Preferred Stock to the date fixed for liquidation, dissolution, or winding up and (ii) the amount that the holder of the Series 1 Convertible Preferred Stock would be entitled to receive if such holder were to convert all of its shares of Series 1 Convertible Preferred Stock into shares of Common Stock immediately prior to such liquidation, dissolution or winding up. After payment in full of the amount described above, the holders of Series 1 Convertible Preferred Stock will not be entitled to receive any further distributions from the assets of the Company. Unless otherwise agreed by the holders of at least a majority of the then outstanding shares of Series 1 Convertible Preferred Stock, a merger, consolidation or sale of all or substantially all of the assets of the Company which will result in the Company's shareholders immediately prior to such transaction not holding at least a majority of the voting power of the surviving, continuing or purchasing entity, shall be deemed to be a liquidation, dissolution or winding up.

Upon a change of control of the Company, each holder of outstanding shares of Series 1 Convertible Preferred Stock can require the Company to purchase all or any portion of that holder's Series 1 Convertible Preferred Stock. The redemption price shall be $3 per share (as adjusted for certain dilutive events and recapitalizations) plus any accrued and unpaid dividends on each share.

The holders of the Series 1 Convertible Preferred Stock also have the right to require the Company to repurchase all or a portion of the holder's shares for $3 per share plus any accrued and unpaid dividends on each share within 30 days if the proposal to the shareholders at the annual meeting described below in "Shareholder Approval; Protective Provisions" fails to receive the approval of the Company's shareholders.

Each holder of shares of Series 1 Convertible Preferred Stock has the right to convert all or any portion as such holder's shares of Series 1 Convertible Preferred Stock into shares of Common Stock up to such time as the Company repurchases the shares as described above. Each share of Series 1 Convertible Preferred Stock is convertible into such number of fully paid and nonassessable shares of Common Stock and is determined by dividing the Series 1 Convertible Preferred Stock's original issue price of $3 per share plus all dividends accrued and unpaid thereon by an amount per share equal to the original issue price of $3 adjusted for certain dilutive events and recapitalizations.

Each share of Series 1 Convertible Preferred Stock shall be automatically converted into Common Stock upon the earlier of: (1) the date, which shall be no sooner than January 4, 2002, on which the last sale price of the Common Stock on the Nasdaq National Market has been at least $15 (adjusted for certain dilutive events and recapitalizations) for 30 consecutive trading days, with a minimum average trading volume per day of 2% of the number of issued and outstanding shares of Common Stock not held by affiliates of the Company and (ii) immediately prior to the closing of a merger, sale of all or substantially all of the Company's assets, or a combination in which the Company's common shareholders receive cash or marketable securities with an aggregate value per share of at least $15 (adjusted for certain dilutive events and recapitalizations).

The Board of Directors of the Company is divided into three classes, designated Class I, Class II, and Class III, each class as nearly equal in number as possible. The directors in each class serve staggered three-year terms such that one-third (or as close thereto as possible) of the Board of Directors is elected each year. The holders of a majority of the outstanding Series 1 Convertible Preferred Stock are entitled to elect one Class III director of the Company at each election of such directors.

For all matters other than the election of the Class III director and those issues described below in "Protective Provisions," the holder of each share of Series 1 Convertible Preferred Stock shall have the right to one vote for each share of Common Stock into which such Series 1 Convertible Preferred Stock can then be converted (as described above) as if converted at that time, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock and shall be entitled to notice of any shareholder's meeting in accordance with the bylaws of the Company, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote.

The Company, in the Purchase Agreement, has agreed to use its best efforts at its next regularly scheduled annual meeting of shareholders, to obtain shareholder approval necessary to allow it to make adjustments to the conversion price and the other anti-dilution provisions set forth in the Articles in compliance with relevant Nasdaq rules and without subsequent shareholder approval. The shareholders of the Company party to the 2000 Second Amended and Restated Investor Rights Agreement, including all of the Series 1 Convertible Preferred Stock holders, have all agreed to vote in favor of such a proposal at the annual meeting. If the proposal is not approved, then the Series 1 Convertible Preferred Stock will be subject to a repurchase right described above.

As long as 2,966,666 shares of the Series 1 Convertible Preferred Stock are outstanding (such number subject to adjustment for certain dilutive events and recapitalizations), the Company shall not without first obtaining the approval of a majority of the then outstanding shares of Series 1 Convertible Preferred Stock:

1. authorize any voluntary liquidation under applicable bankruptcy legislation, any dissolution, liquidation or winding up of the Company or any deemed dissolution, liquidation or winding up;

2. effect or taking any action to facilitate any transaction or series of transactions resulting in the disposition of more than 50% of the voting power of the Company;

3. authorize any merger, acquisition or consolidation with any other corporation or joint venture involving consideration in excess of $5,000,000;

4. declare or pay any dividends or other distributions on the Company's capital stock (other than a dividend payable solely in shares in Common Stock or the $0.27 annual dividend accruing to the Series 1 Convertible Preferred Stock as described above) or redeem, purchase or otherwise acquire any share or shares of Preferred Stock, except for the redemption of Series 1 Convertible Preferred Stock described above, or Common Stock; provided, however, that this restriction shall apply neither to the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for the Company or any subsidiary pursuant to agreements under which the Company has the option to repurchase such shares at cost or at cost upon the occurrence of certain events, such as the termination of employment;

5. permit any subsidiary to issue and sell securities having a fair market value in excess of $5,000,000;

6. sell more than $5,000,000 in its assets in a single or series of related transactions or create or suffer to be imposed any lien, mortgage, security interest or other charge on or against more than $5,000,000 of assets;

7. incur any indebtedness for borrowed money in excess of $5,000,000 in aggregate principal amount;

8. redeem, purchase or otherwise acquire any indebtedness of the Corporation (unless such indebtedness is otherwise due in accordance with its terms);

9. authorize any transactions with any affiliates (other than wholly-owned subsidiaries of the Corporation); or

10. amend or repeal any provision of the Articles or Bylaws if such action would adversely affect the relative rights, preferences and privileges of the Series 1 Convertible Preferred Stock (including, without limitation, (A) the authorization, creation or issuance of any capital stock with rights to dividends or upon dissolution, liquidation or winding up senior to the Series 1 Convertible Preferred Stock ("Senior Capital Stock") or Parity Capital Stock or any obligation or security convertible into or exchangeable into, or evidencing a right to purchase, shares of any class or series of Senior Capital Stock or Parity Capital Stock, (B) the increase of the directors on the Company's Board of Directors to a number greater than 12, or (C) the designation and issuance of any additional shares of Series 1 Convertible Preferred Stock).

Until January 4, 2002, no holder of Series 1 Preferred Stock may transfer, sell, assign or hypothecate any such shares without also transferring, selling, assigning or hypothecating (A) warrants to purchase a number of shares of Common Stock or (B) a number of shares of Common Stock issued upon exercise of a warrant, in either case equal to one-half of the number of shares of Series 1 Preferred Stock so transferred.

In connection with the Purchase Agreement, the Company issued warrants (the "Warrants") to purchase 4,537,254 shares of Common Stock (the "Warrant Shares").

Each Warrant gives the holders the right to acquire the Warrant Shares at any time at or prior to 11:59 p.m., Pacific Standard Time, on January 4, 2006, either by purchasing them at $0.01 per share or converting the Warrant for the number of Warrant Shares determined by dividing the total price of such Warrant or portion thereof by the then market price of a share of Common Stock. Upon issuance, the Warrant Shares will be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issuance thereof (other than liens or charges created by or imposed upon the holder of the Warrant Shares).

A holder of a Warrant will not be entitled to any rights as a shareholder of the Company prior to the exercise of the Warrant.

Upon the merger, consolidation, reorganization or sale of all or substantially all of the Company's assets, the Company or its successor, as the case may be, must enter into a supplemental agreement whereby the Holder will continue to have the right to receive, upon exercise of the Warrant, the right to receive, upon exercise of the Warrant, the kind and amount of equity securities that the holder would have received in such a transaction if it had exercised the Warrant immediately prior to the transaction. If, however, the property to be received by the Company's shareholders in the merger, consolidation, reorganization or sale of all or substantially all of the Company's assets is not equity securities, then the Company must give Warrant holders ten (10) business days prior written notice of the proposed transaction. If the holder has not exercised the Warrant by or on the effective date of the transaction, the Warrant will terminate.

The number, class and exercise price per share of securities for which each Warrant may be exercised are subject to adjustment upon, among other similar and related events, recapitalizations, stock dividends, mergers, consolidations, liquidations, dividends or distributions of stock or other securities or property, and in case of a spin off. If any of those events occur then the number of Warrant Shares for which a Warrant is exercisable will be adjusted such that the holder will maintain a proportionally equivalent right to acquire the common stock or other proprietary interest as it had prior to the event. The Company, in the Purchase Agreement, has agreed to use its best efforts to obtain shareholder approval at its next regularly scheduled annual meeting of shareholders necessary to allow it to make these anti-dilutive adjustments in compliance with relevant Nasdaq rules and without subsequent shareholder approval.

Until January 4, 2002 (the "First Anniversary"), a holder of a Warrant may not offer, sell or otherwise transfer a Warrant or any Warrant Shares to be issued upon exercise of a Warrant without also offering, selling or otherwise transferring a number of shares of Series 1 Preferred Stock equal to 1.307603565 multiplied by the number of Warrant Shares which the holder shall then be eligible to purchase under the Warrant (in the case of any offer, sale or other disposition of the Warrant), or 1.307603565 multiplied by the number of such Warrant Shares (in the case of any offer, sale or other disposition of Warrant Shares), as the case may be. If the shareholders of the Company fail to approve the anti-dilution adjustments described in the preceding paragraph and prior to the First Anniversary a

Warrant holder elects to have its shares of Series 1 Convertible Preferred Stock redeemed pursuant to the Articles, then the holder of the Warrant must forfeit to the Company for no additional consideration the right to purchase Common Stock pursuant to the Warrant, or Warrant Shares, as the case may be, in a number equal to .764705778 multiplied by the number of shares of Series 1 Convertible Preferred Stock being redeemed.

The financial statements of Medicalogic/Medscape, Inc. as of December 31, 2000 and 1999, and for each of the years in the three-year period ended December 31, 2000, have been incorporated by reference herein and in the registration statement in reliance upon the report of KMPG LLP, independent public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

Stoel Rives LLP, Portland, Oregon will pass upon the validity of the issuance of the common stock offered by this prospectus. Stoel Rives LLP holds a warrant to purchase 10,000 shares of Medscape's common stock at an exercise price of $6.50 a share. Partners and employees of Stoel Rives LLP beneficially own an aggregate of 47,000 shares of Medscape's common stock.

The following table sets forth the costs and expenses payable by the Registrant in connection with the offer and sale of the common stock being registered. All amounts are estimates except the registration fee.

Article III of the Registrant's 1999 Restated Articles of Incorporation indemnifies directors and officers to the fullest extent permitted by law. The effects of Article III may be summarized as follows:

The rights of indemnification described above are not exclusive of any other rights of indemnification to which the persons indemnified may be entitled under any statute, agreement, vote of security holders or directors or otherwise.

The Registrant has directors' and officers' insurance coverage which insures directors and officers of the Registrant and its subsidiaries against certain liabilities.

4.1		1999 Restated Articles of Incorporation of the Registrant and amendments thereto. Incorporated by reference to Registrant's Registration Statement on Form S-8, dated January 14, 2000, Registrant's Current Report on Form 8-K, dated May 11, 2000, and Exhibit 3.1.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000.
4.2		Restated Bylaws of the Registrant. Incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K dated May 11, 2000.
4.3		Preferred Stock and Warrant Purchase Agreement dated as of December 22, 2000, among the Registrant and the investors party thereto, as amended. Incorporated by reference to Exhibit 10.14 and Exhibit 10.14.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000.
4.4		Form of common stock purchase warrant issued January 4, 2001. Incorporated by reference to Exhibit 10.15 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000.
4.5		2001 Third Amended and Restated Investor Rights Agreement dated as of January 4, 2001, among the Registrant and the security holders party thereto. Incorporated by reference to Exhibit 10.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000.
5.1		Opinion of Stoel Rives LLP; see page II-7.
23.1		Consent of KPMG LLP; see page II-8.
23.2		Consent of Stoel Rives LLP (included in Exhibit 5.1).

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 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) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, 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 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 the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, 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 whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 5, 2001.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the following capacities on March 5, 2001.

Signature		Title

/s/ DAVID MOFFENBEIER David Moffenbeier		Director, President and Chief Executive Officer (Principal Executive Officer)
/s/ DONALD BLOODWORTH Donald Bloodworth		Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ BRUCE FRIED Bruce Fried		Director
/s/ C. MARTIN HARRIS, M.D. C. Martin Harris, M.D.		Director
/s/ RONALD H. KASE Ronald H. Kase		Director
/s/ MARK K. LEAVITT, M.D. Mark K. Leavitt, M.D.		Director, Chairman of the Board
/s/ ARTHUR N. LEIBOWITZ, M.D. Arthur N. Leibowitz, M.D.		Director, Executive Vice President, Digital Health Strategy and Business Development

4.1		1999 Restated Articles of Incorporation of the Registrant and amendments thereto. Incorporated by reference to Registrant's Registration Statement on Form S-8, dated January 14, 2000, Registrant's Current Report on Form 8-K, dated May 11, 2000, and Exhibit 3.1.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000.
4.2		Restated Bylaws of the Registrant. Incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K dated May 11, 2000.
4.3		Preferred Stock and Warrant Purchase Agreement dated as of December 22, 2000, among the Registrant and the investors party thereto, as amended. Incorporated by reference to Exhibit 10.14 and Exhibit 10.14.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000.
4.4		Form of common stock purchase warrant issued January 4, 2001. Incorporated by reference to Exhibit 10.15 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000.
4.5		2001 Third Amended and Restated Investor Rights Agreement dated as of January 4, 2001, among the Registrant and the security holders party thereto. Incorporated by reference to Exhibit 10.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000.
5.1		Opinion of Stoel Rives LLP; see page II-7.
23.1		Consent of KPMG LLP; see page II-8.
23.2		Consent of Stoel Rives LLP (included in Exhibit 5.1).

Oregon		7374		93-0890696
(State or other jurisdiction of incorporation)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Title of each class of securities to be registered	Amount to be Registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of Registration fee


Common Stock	14,873,285	$2.8125	$12,382,590.9375	$3,096(3)

Series 1 Convertible Preferred Stock	5,933,332	$2.8125	$16,687,496.25	$4,172

Common Stock Purchase Warrants	4,537,254	$2.8125	$12,761,026.875	$3,191

MEDSCAPE		3
RISK FACTORS		4
SELLING SECURITY HOLDERS		12
PLAN OF DISTRIBUTION		14
DESCRIPTION OF SERIES 1 CONVERTIBLE PREFERRED STOCK		16
DESCRIPTION OF WARRANTS		20
EXPERTS		21
LEGAL MATTERS		21

Registration fee		$	10,459
Accounting fees and expenses		$	4,000
Legal fees and expenses		$	5,000

	Total	$	19,459

/s/ GEORGE D. LUNDBERG, M.D. George D. Lundberg, M.D.		Director, Executive Vice President and Editor in Chief
/s/ NEAL MOSZKOWSKI Neal Moszkowski		Director
/s/ THOMAS A. CROSKEY Thomas A. Croskey		Director
/s/ ANDREW HEYWARD Andrew Heyward		Director
/s/ MARK A. STEVENS Mark A. Stevens		Director

		MEDICALOGIC/MEDSCAPE, INC.
		By		/s/ MARK BOULDING Mark Boulding, General Counsel, Executive Vice President, Government and Regulatory Affairs, and Secretary