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LETTER TO THE S.E.C.

    FAX:       212 848-7179

    Shearman & Sterling llp

    ABU DHABI

    TELEX:       667290 WUI

    BEIJING

    www.shearman.com

    BRUSSELS

    599 LEXINGTON AVENUE

    DÜSSELDORF

    NEW YORK, NY 10022-6069

    FRANKFURT

    212 848-4000

    HONG KONG

    LONDON

    MANNHEIM

    MENLO PARK

    MUNICH

    September 9, 2005

    NEW YORK

    PARIS

    ROME

    SAN FRANCISCO

    SINGAPORE

    TOKYO

    TORONTO

    WASHINGTON, D.C.

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Mail Stop: 0409

Attention: Ms. Elaine Wolff / Mr. Geoffrey Ossias

WebMD Health Corp.

Registration Statement on Form S-1 (File No. 333-124832)

     We refer to the comments of the Staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in letters to WebMD Health Corp. (the “Company”),
dated June 13, 2005, August 3, 2005 and September 6, 2005, respectively, with respect to the
Registration Statement on Form S-1, File No. 333-124832 (the “Registration Statement”), and
amendments thereto, filed by the Company with the Commission under the Securities Act of 1933, as
amended (the “Securities Act”), to register shares of its Class A common stock, par value
$0.01 per share (the “Class A Common Stock”).

     On behalf of the Company, and as discussed with the Staff in a telephone conversation on
September 8, 2005, we are submitting this supplemental response to provide the Staff with
additional analysis as to why the reclassification of the current capital stock of the
Company into Class A Common Stock, to be sold to the public in its proposed initial public
offering, and Class B common stock, par value $0.01 per share (the “Class B Common Stock”),
to be held by WebMD Corporation, the parent company (the “Parent”), as the sole stockholder
of the Company, are not offerings of securities that should be integrated for purposes of the
Securities Act.

Overview

     As noted in the Company’s prior response letters to the Staff, dated July 15, 2005, August 19,
2005 and September 8, 2005, the Company is a wholly owned subsidiary of the Parent. The Company
was created to be a holding company for its Parent’s WebMD Health business segment, which was one
of four business segments of the Parent. On September 6, 2005, the Parent completed a transfer to
the Company of the assets and liabilities that comprised its WebMD Health segment, by way of a
capital contribution. A copy of the Contribution, Assignment and Assumption Agreement between the
Company and the Parent, dated as of

Shearman & Sterling LLP is a limited liability partnership organized in the United States under

the laws of the State of Delaware, which laws limit the personal liability of partners.

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September 6, 2005 (the “Contribution Agreement”), was
included as Exhibit 10.5 to Amendment No. 3 to the Registration Statement, filed with the
Commission on September 8, 2005. A copy of the Contribution Agreement was also faxed to the
Staff’s attention on September 6, 2005.

     All of the issued and outstanding shares of the Company are currently held by the Parent. The
Class B Common Stock, to be held by the Parent after the proposed initial public offering, will be
created pursuant to an Amendment and Restatement of its Certificate of Incorporation approved by
our parent as the sole stockholder of the Company prior to the completion of the offering. As we
noted before, because the Parent will not provide any consideration to the Company in connection
with this conversion and will own 100% of the capital stock of the Company both before and after
the conversion, the Company believes that the creation of the terms of the Company’s Class B Common
Stock should not constitute a “sale” or “offer to sell” the Company’s Class B Common Stock for
value under the Securities Act. Accordingly, since the creation of the Company’s Class B Common
Stock should not constitute an offering of securities, it should not be integrated with the initial
public offering by the Company of its Class A Common Stock.

Analysis

     However, even if one were to take the view that the creation of the Class B Common Stock as
described above constituted a “sale” of securities for purposes of the Securities Act, the Company
respectfully submits that such sale should not be integrated with the initial public offering by
the Company of its Class A Common Stock in reliance on the position of the Commission with respect
to the integration of private and public offerings expressed in its no-action letters to Black Box
Incorporated, dated June 26, 1990 (“Black Box”), and to Squadron, Ellenoff, Pleasant &
Lehrer, dated February 28, 1992 (“Squadron Ellenoff”).

     In Black Box, the Staff stated that, for policy reasons, it was of the view that the offering
and sale by an issuer of convertible debentures to a limited number of purchasers in a transaction
subsequent to the filing of a registration statement covering the issuer’s proposed public common
stock offering need not be integrated with the registered public offering, noting that the offering
of the convertible debentures would be a valid private placement if viewed separately.

     The Company respectfully submits that, based on the analysis under Black Box and Squadron
Ellenoff, the creation of the Class B Common Stock should not be integrated with its pending public
offering of Class A Common Stock because the Class B Common Stock for the following reasons:

    •

    Black Box refers to a “limited number of purchasers” and cites a number of
35 purchasers. The Class B Common Stock will be “sold” only to one
purchaser—i.e., the Parent.

    •

    The Parent is a sophisticated investor. It is a “qualified institutional
buyer” within the meaning of Rule 144A under the Securities Act and an

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    “accredited investor” within the meaning of Rule 501(a)(3) under Regulation D
promulgated under the Securities Act. It currently has a market capitalization
of approximately $3.4 billion. It is fully capable of fending for itself and
does not need the protections afforded by registration under the Securities
Act. No purpose is served by integrating the “sale” of the Class B Common
Stock with the proposed initial public offering of the Class A Common Stock.

    •

    The Parent is entirely capable of evaluating the merits and risks of its
investment in the Class B Common Stock. It is the parent company and sole
stockholder of the Company. The Company was created by the Parent to be a
holding company for its portal and publishing businesses, all of which are
owned by the Parent. The Parent has access to all information (financial or
otherwise) that is relevant to the understanding of the Company, its business
and the securities being offered.

    •

    The Parent also is fully aware that the Class B Common Stock are restricted
securities that cannot be resold unless they are registered under the
Securities Act or unless an exemption from registration is available. Further,
in connection with the “sale” of the Class B Common Stock, neither the Company
nor any person acting on its behalf has undertaken any form of general
solicitation or general advertising in respect of the Class B Common Stock.

    •

    The Company also respectfully submits that the concept of integration of
offerings was developed, among other reasons, to prevent circumvention of the
registration requirements through the separation of a single
non-exempt offering into one or more offerings that are exempt from registration
under the Securities Act of 1933. As noted by the Commission in its Release
No. 33-7606 (November 3, 1998)—The Regulation of Securities Offerings—the
integration doctrine is “... what prevents an issuer from evading registration
by artificially splitting what is in reality a single offering to make it
appear that an exemption applies when no exemption for that offering was
ever intended.” The creation of the Class B Common Stock is not designed to
circumvent the registration requirements of the Securities Act.

* * * * * * *

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     Thank you for your prompt attention to the Company’s responses to the Staff’s comments. If
the Staff has any further questions or comments concerning these responses, or if you require
additional information, please feel free to contact me at (212) 848-7325.

    Very truly yours,

    /s/ Stephen T. Giove

    Stephen T. Giove

cc:

Anthony Vuolo,

     Executive Vice President and Chief Financial Officer of WebMD Health Corp.

Douglas W. Wamsley,

     Executive Vice President, General Counsel and Secretary of WebMD Health Corp.

Charles A. Mele,

     Executive Vice President, General Counsel and Secretary of WebMD Corporation