SecProbe.io

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June 13, 2005

Mail Stop 0409

Douglas W. Wamsley
Executive Vice President
WebMD Health Holdings, Inc.
224 West 30th Street
New York, NY 10001

Re:	WebMD Health Holdings, Inc.
	Form S-1 filed on May 12, 2005
	File No.  333-124832

Dear Mr. Wamsley:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  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.
Form S-1
General

1. Please update your financial statements pursuant to Rule 3-12
of
Regulation S-X.
2. We note that your parent participated in the Friedman,
Billings,
Ramsey 9th Annual Growth Investor Conference on Wednesday, June 1,
2005.  We further note that your parent participated in the Banc
of
America Securities 2005 Health Care Conference on May 17, 2005.
Please provide us with a copy of your presentations, any handouts
and
written transcripts, if available.
3. We note your parent`s press release dated June 1, 2005, where
your
parent announced that its WebMD Health business unit, the unit to
be
transferred to you, "is in the final stages of negotiating a
significant contract" to license your technology to a "major
health
benefits company."  Please tell us why this does not constitute
conditioning the market.  Assuming it does not, please include
this
information in your prospectus, including the identity of the
provider and any material impact on your 2005 results.
4. We note your parent`s press release dated May 12, 2005,
responding
to "inquiries" regarding this registration statement. Please
describe
these inquiries to us and provide us with any written
correspondence.
5. Please provide us with all diagrams, pictures and graphic
information to be used in the prospectus.  We may have additional
comments.

Outside Front Cover Page of Prospectus
6. Please identify your underwriters and, unless firm, describe
the
nature of the underwriting commitment.  Refer to Item 501(b)(8) of
Reg. S-K.

Inside Front Cover Page of Prospectus

Market and Industry Data

7. Please relocate this information to a portion of the prospectus
following the risk factors section.
8. Please identify all third party sources of information upon
which
you rely, identify whether the information is publicly available
(and
if so, where) and provide us with copies of all such information.
You should highlight the relevant portion of each document and
clearly direct us to the part of your registration statement to
which
it applies.  Please identify any reports that were prepared by or
for
you in anticipation of this offering and attach the appropriate
consent as an exhibit to your registration statement, including
the
report prepared by Manhattan Research.  Refer to Rule 436 of Reg.
C.
In responding to this comment, please be sure to provide
supporting
material for the following assertions:

* information provided to consumers through your websites is
"objective and trusted" and of "high quality" (pages 1 and 43);

* authors of your original content are affiliated with "widely
respected academic institutions" (pages 1 and 43);

* you are "a leading" provider of health information services
(pages
1 and 43);

* the WebMD brand is "among the most recognized and trusted in
healthcare (pages 1 and 43);

* the TRUSTe ranking (page 57);

* WebMD is the information source "most frequently recommended by
physicians" to patients and peers (pages 2 and 43);

* WebMD is "the leading" online health destination (pages 2, 43
and
47);

* Medscape from WebMD is "the leading online provider of CME
programs" (pages 2, 44 and 60);

* the Internet has transformed how consumers and physicians find
and
use healthcare information and WebMD has been "a leader" in
enabling
this transition (pages 3 and 45);

* Internet usage and online advertising statistics, including
usage
by consumers and physicians for information and continuing
education
(pages 3 and 44-46);

* healthcare cost statistics and steps taken by employers and
consumers in response (pages 3-4, 46, and 53-54);

* 1999 and 2000 "quality initiatives" (pages 4 and 46);

* Internet users devote more time to the Internet than any other
medium and are more satisfied with it than traditional sources of
information (pages 44 and 48);

* ad spending by consumer packaged goods companies (page 47);

* rising healthcare costs will increase consumer reliance on the
Internet (page 44); and

* Medscape reaches "more physicians than any other professional
Web
site" (page 52).

Summary
9. As necessary, please incorporate your response to comments on
your
summary into the other parts of your prospectus, especially your
business section.
10. Please include a separate section covering conflicts of
interest
between your investors and your parent, as your majority
shareholder
and a counterparty to key agreements with you.  This section
should
cover, among other things, the fact that related parties
negotiated
the transaction involving the transfer of assets by your parent in
exchange for Class B shares, valuation of those assets (disclose
whether they were independently appraised), the negotiation of the
services agreement and other agreements between you and your
parent,
and control exercised by your parent over your board composition
and
shareholder votes.

Our Business

Introduction, page 1
11. Where relevant, please explain why your parent seeks to pursue
this transaction at this point in time.  Discuss what assets will
be
left with your parent and why your parent believes it is
advantageous
to take its WebMD Health unit public as a separate entity.  We
note
from your parent`s March 8, 2005 press release discussing full-
year
results that your parent had "previously" announced its intention
to
engage in a transaction involving you.  Please disclose that date.
Also, please consider any relationship between this offering and
the
legal actions discussed on pages 20 and 61.  In particular,
consider
whether this offering would insulate assets from potential claims
resulting from legal actions.
12. With respect to your reliance on reports by Manhattan
Research,
please:
* provide us with support for your assertion that Manhattan
Research
is a "leading Internet market research firm;"
* disclose when the research was done, how large the sample group
was
and any margin for error; and
* clarify the criteria by which you are measuring yourselves and
explain how these criteria support your factual assertions. For
instance, if the research shows only that you are the "most
frequently recommended" source of information by physicians,
please
explain how this necessarily makes you one of the most recognized
and
trusted healthcare brands.

In your business section, please be sure to discuss the Manhattan
Research studies in more detail, focusing on any limitations on
the
scope or reliability of its conclusions.
13. We note your use of user and page view statistics at the
bottom
of page 1.  In your business section, please explain in detail how
you define a "user," whether you distinguish between active and
inactive users, what you mean by "aggregate" page views, and how
you
measure your unique monthly user base and page views. If recent
figures are not representative of historical trends in your user
base
or page views, please omit them from your summary. We also note,
from
page 56, that you cannot advertise to members of private portals.
Does your membership number include these members, as well?  If
so,
please make this clear in your summary, quantify private portal
membership and consider whether there are any restrictions on your
ability to advertise to your professional portals, as well.
14. On page 2, please confirm that the list of licensees is
representative of your entire client base and your revenue streams
in
general.  You should avoid choosing clients based solely on brand
recognition.  In responding to this comment, please provide us
with a
list of your 10 largest licensees, including the portion of your
revenues attributable to each.
15. On page 2 please omit summary discussion of your financials in
favor of the more detailed and balanced analysis in your MD&A.

Our Strengths, page 2
16. Please shorten or eliminate this duplicative disclosure (as
well
as disclosure regarding industry background and your strategy, on
pages 3-5).  To the extent you choose to retain it, please include
balancing disclosure of your key weaknesses and risks to investors
in
an adjacent section.  Also, please clarify what you mean by "good
working relationships" with your advertisers and provide us with
support for your assertion that you provide advertisers with a
"more
efficient use" of their marketing dollars compared to traditional
media.

Our Corporate Structure, page 6
17. We note from page 6 that your parent intends to transfer
assets
and liabilities to you prior to completion of the offering.  We
have
the following comments:
* If true, please disclose that you will be issuing all of your
Class
B common stock in exchange for this transfer, disclose the terms
of
conversion into Class A common stock, briefly describe the assets
and
liabilities to be transferred to you, and disclose any values that
have been placed on them.
* Please provide us with an analysis of how the issuance of Class
B
shares, including underlying Class A shares, is exempt from
registration under the Securities Act of 1933.  Your analysis
should
be factually detailed and include references to relevant
Commission
authority and case law.
* We note that your Class B shares appear to be immediately
convertible into Class A shares.  Please disclose whether your
parent
may convert its Class B shares during the 180-day lockup period
and,
if so, whether the lockup would continue to apply.
* Finally, please tell us why the issuance of Class B shares, and
underlying Class A shares, should not be integrated with the
public
offering.
18. Please eliminate the cross reference from the bottom of page
6.
All material information should be included in your summary.  We
have
the same comment with regard to the cross reference on page 24 of
your risk factors.
19. We note that you will enter into a services agreement with
your
parent.  Please describe the terms in more detail, including the
fee
and termination provisions.  Also, please describe the other
agreements you intend to enter into with your parent, including
any
agreement related to transfer of rights related to the WebMD
brand.

Risk Factors
20. Where relevant, and only to the extent material, please
describe
risk associated with any of the following:

* cost-per-action pricing of advertisements (we note from your
June
1, 2005 presentation to investors that your advertising campaigns
are
generally designed to drive "an action" with a recognized return
on
investment for the client);

* reliance on any one or a few licensees or advertisers for a
material part of your revenue;

* loss of members through discontinuation of network site
relationships (for example, MSN);

* member acquisition cost and member churn;

* that offering proceeds may not be sufficient to meet current
commitments and planned uses over the next two years;

* that your financial statements have been derived from your
parent
and may not necessarily provide a basis for assessing future
performance (see page 33);

* protecting your proprietary technologies or business practices
or
your reliance on third party intellectual property rights;

* board classification and removal of directors without cause,
especially as related to change of control (see pages 72 and 92);

* the legal proceeding involving McKesson HBOC (see page 61); and

* credit concentration (see page F-11).

Risks Related to Our Operations and Financial Performance
21. Where relevant, please discuss risk related to your lack of
profitable operations in recent periods, including the risk that
recent profits may not be maintained.  Also, please disclose your
accumulated losses and, to the extent material, any risk related
to
your financial position.  Refer to Item 503(c) of Reg. S-K.

Our online businesses are difficult to evaluate..., page 9
22. Where relevant, please discuss risk related to your offline
businesses, which also appear to have limited operating histories.
Also, please describe briefly the "significant changes" that your
online business has undergone and when this business began.

The timing of our advertising and sponsorship..., page 9
23. Please disclose what portion of your revenue is attributable
to
advertising.

Usage of our public portals depends on our ability..., page 10
24. Please recast the title to better reflect attendant risk.

We face competition for our products..., page 10
25. Please discuss competition with any of your licensees or
advertisers or your reliance on or competition with any one or a
few
outlets for your consumer marketing (including high-traffic Web
sites).

Investors could lose confidence in our financial reports..., page
12
26. Please disclose any known deficiencies in your and your
parent`s
internal controls.

Our success depends in part on our attracting..., page 14
27. Please recast the title to better reflect attendant risk and
remove, from the title and body, any suggestion that your business
is
currently a "success."  Consider using a more neutral term, such
as
performance.
28. We note that Mr. Holstein recently resigned.  Please tell us
the
reason for his resignation and provide us with any related
correspondence between your parent and Mr. Holstein.

Risks Related to Our Relationship with Clients

Our ability to maintain or increase advertising..., page 15
29. Please recast the title to better describe attendant risk.
Also,
please discuss activity rates among your members and discuss in
more
detail your reliance on third party sources of membership
(including
any risk related to their marketing methods, such as the use of
unsolicited commercial email to drive traffic).

Risk Related to the Legal and Regulatory Environment in Which We
Operate

Government regulation of healthcare..., page 17
30. Please revise to discuss the specific risks suggested by your
disclosure beginning on page 64, including draft guidance related
to
direct-to-consumer advertising, being subjected to state licensing
requirements, and anti-kickback laws (especially if you engage in
any
kind of variable or cost-per-action pricing).

Changes in industry guidelines..., page 17
31. Please describe the consequences of not complying with new
accreditation standards.

The ongoing Department of Justice investigation..., page 20
32. With respect to any of your parent`s managers who have pleaded
guilty to crimes in this investigation, please describe their
role,
if any, in managing any of the businesses or assets to be
transferred
to you. Also, since your parent is unaware of the investigation`s
"exact scope," it is not appropriate for you to posit the legal
conclusion that it does not involve your business.  In fact, the
risk
is that the investigation might involve your business.
Accordingly,
please remove all mitigating language (the entire second paragraph
save for the final sentence) from this risk factor and dis