SecProbe.io

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      September 23, 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. 5 to Registration Statement on Form S-1
      Filed September 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.

General
1. We note from Schedule 1 to Exhibit 10.4 that the Trademark
License
Agreement will grant your parent company a non-exclusive,
registered
trademark for "WebMD" in Cuba and Iran.  We also note that Article
2.4 of the agreement will require that the licensee (but not the
licensor) comply with all laws, rules, regulations and
requirements
of any governmental body as may be applicable.  Please describe
for
us your existing and anticipated operations in and contacts with
Cuba
and Iran, including through licensees, distributors, subsidiaries,
affiliates and any other direct or indirect means.  Your response
should not be limited to operations and contacts related to
intellectual property rights that will remain with you after
effectiveness of this agreement.
2. In light of the fact that Cuba and Iran are subject to economic
sanctions administered by the Treasury Department`s Office of
Foreign
Assets Control and identified as state sponsors of terrorism by
the
U.S. State Department, please address the materiality of any
operations, arrangements or other contacts with Cuba and Iran.
Please present your view as to whether any such operations,
arrangements or other contacts constitute a material investment
risk
for your security holders.
In preparing your response please consider that evaluations of
materiality should not be based solely on quantitative factors,
but
should include consideration of qualitative factors that a
reasonable
investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a
company`s reputation and share value.  In this regard, we note
that
legislation requiring divestment from, or reporting of interests
in,
companies that do business with U.S.-designated state sponsors of
terrorism has been adopted by Arizona and Louisiana.

Use of Proceeds, page 35
3. Please revise to provide more specific disclosure, including
the
anticipated $40 million in capital expenditures and $25 million in
contingent consideration discussed in your section on liquidity.
We
note that these expenditures, when combined with the possible $40
million in costs related to new acquisitions, exceed your
anticipated
offering proceeds by roughly $15 million.  Accordingly, please
describe your additional sources of funding (such as the $40
million
contribution by your parent) that you intend to rely on to
accomplish
these purposes.  Refer to Item 504 of Regulation S-K, instruction
3.

Certain Relationships and Related Party Transactions, page 114

Other Related Party Transactions, page 117
4. Please provide tabular disclosure of the individual employees
receiving the Class A common stock grants described here, to the
extent those grants would be exceed $60,000 in value.

      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 23, 2005
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