SecProbe.io

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      September 6, 2005

      Mail Stop 4561

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

      Re:	WebMD Health Holdings, Inc.
		Amendment No. 2 to Registration Statement on Form S-1
      Filed August 19, 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
supplemental 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.

      All page numbers refer to the marked courtesy copy that you
provided to us.
Form S-1

General
1. We are continuing to consider your response to prior comment 1.
Our Use of Market and Industry Data, page 9
2. Please revise to move this information to the business section.

Risk Factors, page 13
3. Please revise to include a risk factor addressing the recent
class
action filed by Ari Weitzner, as disclosed on page 83.

Business, page 59

Strategic Relationships, page 77
4. We note your response to prior comment 23.  Please include this
information in your prospectus.

Underwriting, page 125

Directed Share Program, page 126
5. Please note that directed share issuances to related parties
with
a value in excess of $60,000 will require related party
disclosure.
Also, please provide us with any materials to be given to
potential
purchasers and describe the mechanics of this directed share
program,
including:
* how you will determine the prospective recipients and number of
reserved shares;
* how and when you and the underwriters will notify the directed
share investors, including the types of communication to be used;
and
* whether the underwriters or the company will be using electronic
communications or procedures, such as e-mail.
Finally, please discuss the procedures investors must follow in
order
to purchase the offered securities, including how and when the
underwriters or the company will receive communications or funds.
In
this regard, please describe the process for confirmation and
settlement of sales to directed share purchasers, including:
* whether directed share purchasers will be required to establish
accounts before the effective time, and if so, what if any funds
will
be put in newly established brokerage accounts before the
effective
date;
* what, if any, relationship will any funds deposited into new
accounts have to the expected price for the shares being allocated
to
the directed share purchaser; and
* how the procedures for the directed share program will differ
from
the procedures for the general offering to the public.

      As appropriate, please amend your registration statement in
response to our comments.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Rachel Zablow at 202-551-3428 or Steven
Jacobs,
Accounting Branch Chief, at 202-551-3403 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Geoffrey Ossias at 202-551-3404 or the undersigned
at
202-551-3780 with any other questions.

      Sincerely,

      Elaine Wolff
      Branch Chief

cc:	Stephen T. Giove (via facsimile)

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Douglas W. Wamsley
WebMD Health Holdings, Inc.
September 6, 2005
Page 1

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