SecProbe.io

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LETTER TO S.E.C.

    FAX: 212 848-7179

TELEX: 667290 WUI

www.shearman.com

Shearman & Sterling llp

599 LEXINGTON AVENUE

NEW YORK, NY 10022-6069

212 848-4000

September 28, 2005

    ABU DHABI
BEIJING
BRUSSELS
DÜSSELDORF

FRANKFURT
HONG KONG
LONDON
MANNHEIM
MENLO PARK
MUNICH
NEW YORK
PARIS
ROME
SAN FRANCISCO
SINGAPORE

TOKYO
TORONTO
WASHINGTON, D.C.

    VIA EDGAR

    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

Ladies and Gentlemen:

WebMD Health Corp.

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

     We refer to our telephone conversation with the Staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) on September 27, 2005 with respect to Amendment
No. 6 to the Registration Statement on Form S-1, File No. 333-124832 (the “Registration
Statement”), filed by the WebMD Health Corp. (the “Company”) with the Commission under
the Securities Act of 1933, as amended (the “Securities Act”), on September 27, 2005.

     On behalf of the Company, and as requested by the Staff in our telephone conversation, we are
submitting this supplemental response to provide the Staff with an analysis as to why a
recirculation of the preliminary prospectus relating to the initial public offering of the
Company’s Class A Common Stock is not required under the Securities Act.

Overview

     The Company filed its initial Registration Statement with the Commission on May 12, 2005.
Amendments to the Registration Statements were filed on July 15, 2005, August 19, 2005, September
8, 2005, September 14, 2005, September 19, 2005 and September 27, 2005. The Company’s preliminary
prospectus distributed in connection with the road show relating to the offering was included in
Amendment No. 5 to the Registration Statement (such preliminary prospectus referred to in this
letter, the “A5 Preliminary Prospectus”), filed on September 19, 2005.

     On September 26, 2005, based on positive indications of interest from potential investors
during the course of the road show relating to the offering that commenced on September 19, 2005,
the Company and the underwriters, for which Morgan Stanley & Co. Incorporated, Citigroup Global
Markets Inc. and Goldman, Sachs & Co. are acting as representatives (the
“Representatives”), determined to increase the price range of the Class A Common Stock from
$13.50—$15.50 per share to $15.50—$17.50 per share. This increase in

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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price range represented an increase in the proposed maximum aggregate offering price of the Class A Common Stock in this
offering of approximately 12.9%.

     Primarily as a result of the change in price range, a pre-effective amendment to the
Registration Statement was filed on September 27, 2005, reflecting this increase in the price range
and other changes related to such increase in price range. Additionally, revisions were included
in the amended preliminary prospectus forming part of Amendment 6 to the Registration Statement
(the “A6 Preliminary Prospectus”), covering the following two areas:

    •

    In response to the Staff’s comments, dated September 16, 2005, the Company
included additional disclosure in the “Use of Proceeds” section of the A6
Preliminary Prospectus, which disclosure repeats information contained in the
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Liquidity and Capital Resources” section in the A5 Preliminary
Prospectus. In this respect, there is no new disclosure in the A6 Preliminary
Prospectus that was not previously included in A5 Preliminary Prospectus. The
disclosure now merely appears in two places in the A6 Preliminary Prospectus.

    •

    Finally, the Company (1) disclosed an increase in the number of directors on
its board from seven members to eight members, and included a biography of the
eighth member of the board, Stanley S. Trotman, Jr., an independent director,
and (2) in response to the Staff’s comments, dated September 16, 2005,
disclosed the executive officers and employees of WebMD Corporation (the parent
company) that would receive stock options upon the pricing of the offering.
The Company respectfully submits that there is no “substantial likelihood” that
the disclosure of the addition of Stanley S. Trotman, Jr., as the eighth board
member, or the executive officers and employees of the parent company that
would receive stock options would have been viewed by the reasonable investor
has having significantly altered the “total mix” of information available and
disclosed in the A5 Preliminary Prospectus.

     Copies of the A6 Preliminary Prospectus were delivered to the Representatives on September 27,
2005. Based on representations from the Representatives, the Company understands that (1) the
Representatives have taken reasonable steps to make copies of the A6 Preliminary Prospectus
available to each underwriter, selling group member and sales force personnel, and (2) each of the
Representatives has orally advised its sales forces and all prospective purchasers of shares of the
change in price range and corresponding changes in the disclosure in the A6 Preliminary Prospectus
as a result of such changes.

Analysis

     The Company respectfully submits that it does not believe that a recirculation of the
preliminary prospectus is required under the Securities Act for the following reasons:

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    •

    The number of shares of Class A Common Stock to be sold in the initial
public offering did not change. Accordingly, the price range increase will not
reduce the percentage of the shares of the Company’s common stock
that the prospective investors will own after the completion of the
offering. While noting that Rule 462(b) under the Securities Act is not
directly applicable to the issue of recirculation of a preliminary
prospectus, the Company respectfully submits that the 20% threshold set
forth in Rule 462(b) provides a useful benchmark against which to analyze
whether a recirculation should be required. As noted above, the 12.9%
increase in the proposed maximum aggregate offering price is significantly
less than 20%.

    •

    Similarly, although Rule 430A under the Securities Act is not directly
applicable to the issue of recirculation of a preliminary prospectus, the
Company respectfully submits that, as with the Rule 462(b) analysis discussed
above, it seems reasonable to assume that the 20% threshold of Rule 430A also
provides guidance as to the Commission’s views on recirculation in the context
of changes in the size and price of an offering prior to effectiveness. Under
Rule 430A, a post-effective amendment need not be filed in connection with an
offering if there is a decrease or increase in offering size (if such an
increase would not require the registration of additional securities) or if the
actual price is outside the price range if the new size and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration
statement.

    •

    While the Company included additional disclosure in the “Use of Proceeds”
section of the A6 Preliminary Prospectus, such disclosure did not change from
that described in the A5 Preliminary Prospectus. In this regard, the Company
notes that the additional disclosure added to the “Use of Proceeds” section in
the A6 Preliminary Prospectus merely provided additional detail regarding the
various uses of proceeds from the offering, all of which disclosure was already
set forth in “Management’s Discussion and Analysis of Financial Condition and
Results of Operations — Liquidity and Capital Resources” section of the A5
Preliminary Prospectus.

    •

    The Company’s anticipated cash flows and its liquidity, which is disclosed
in the “Management’s Discussion and Analysis of Financial Condition and Results
of Operations — Liquidity and Capital Resources” section of the prospectus,
would not be adversely impacted by the increased price range. In fact, the
Company’s cash on hand and liquidity would improve as a result the increased
price range.

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    •

    As noted above, the Representatives have taken reasonable steps to make
copies of the A6 Preliminary Prospectus available to each underwriter, selling
group member and sales force personnel, and each of the Representatives has
orally advised its sales forces and all prospective purchasers of shares of the change
in price range and corresponding changes in the disclosure in the preliminary prospectus
as a result of such change.

     In light of the foregoing, the Company is of the view that there is no substantial likelihood
that the disclosure of any additional information in the A6 Preliminary Prospectus would have
significantly altered the total mix of information available to prospective investors.
Accordingly, the Company does not believe that a recirculation of the preliminary prospectus is
required under the Securities Act.

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

Andrew J. Pitts

     Cravath, Swaine & Moore LLP

NYDOCS01/1065518.2