                   FOR PUBLICATION
  UNITED STATES COURT OF APPEALS
       FOR THE NINTH CIRCUIT

JERRY BEEMAN AND PHARMACY                
SERVICES, INC., doing business as
Beemans Pharmacy; ANTHONY
HUTCHINSON AND ROCIDA INC.,
doing business as Finleys Rexall
Drug; CHARLES MILLER, doing
business as Yucaipai Valley
Pharmacy; JIM MORISOLI AND
AMERICAN SURGICAL PHARMACY
INC., doing business as American
Surgical Pharmacy; BILL PEARSON
AND PEARSON AND HOUSE, on behalf
of themselves and all others
similarly situated and on behalf of
the general public; doing business             No. 07-56692
as Pearson Medical Group                        D.C. No.
Pharmacy,                                    CV-04-00407-VAP
                 Plaintiffs-Appellees,
                  v.
ANTHEM PRESCRIPTION
MANAGEMENT, LLC; ARGUS HEALTH
SYSTEMS, INC.; BENESCRIPT
SERVICES, INC.; FFI RX MANAGED
CARE; FIRST HEALTH SERVICES
CORPORATION; MANAGED PHARMACY
BENEFITS, INC., formerly known as
Cardinal Health MPB Inc.;
NATIONAL MEDICAL HEALTH CARD
SYSTEMS, INC.; PHARMACARE
MANAGEMENT SERVICES, INC.;
                                         

                             19897
19898    BEEMAN v. ANTHEM PRESCRIPTION MANAGEMENT


PRIME THERAPEUTICS; RESTAT              
CORPORATION; RX SOLUTIONS, INC.;
TMESYS, INC.; WHP HEALTH
INITIATIVES, INC.; MEDE AMERICA         
CORP.,
              Defendants-Appellants.
                                        

JERRY BEEMAN AND PHARMACY               
SERVICES, INC., doing business as
Beemans Pharmacy; ANTHONY
HUTCHINSON AND ROCIDA INC, doing
business as Finleys Rexall Drug;
CHARLES MILLER, doing business as
Yucaipai Valley Pharmacy; JIM
MORISOLI AND AMERICAN SURGICAL
PHARMACY INC., doing business as
American Surgical Pharmacy; BILL
PEARSON AND PEARSON AND HOUSE,
                                              No. 07-56693
on behalf of themselves and all
others similarly situated and on
behalf of the general public; doing
                                               D.C. No.
                                            CV-02-01327-VAP
business as Pearson Medical                     ORDER
Group Pharmacy,
                Plaintiffs-Appellees,
                 v.
TDI MANAGED CARE SERVICES,
INC., doing business as ECKERD
HEALTH SERVICES; MEDCO HEALTH
SOLUTIONS, INC.; EXPRESS SCRIPTS,
INC.; ADVANCE PCS, Advance PCS
Health, L.P.; RX SOLUTIONS, INC.,
             Defendants-Appellants.
                                        
                   Filed October 31, 2011
         BEEMAN v. ANTHEM PRESCRIPTION MANAGEMENT         19899
                           ORDER

KOZINSKI, Chief Judge:

   Upon the vote of a majority of nonrecused active judges, it
is ordered that this case be reheard en banc pursuant to Circuit
Rule 35-3. The three-judge panel opinion shall not be cited as
precedent by or to any court of the Ninth Circuit.

  Within seven days from the date of this order, the parties
shall forward to the Clerk of Court twenty-five additional
paper copies of the original briefs and excerpts of record.
