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CORRESP
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filename1.htm

      Registration Statement on Form S-1

    September
      26, 2005

    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

              Re:

              WebMD
                Health Corp. (the “Company”)

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

    Ladies
      and Gentlemen:

    Pursuant
      to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby
      join in the request of the Company that the effective date of the Registration
      Statement be accelerated so that the Registration Statement may become effective
      by 12:00 p.m. EST on the Wednesday of September 28, 2005 or as soon thereafter
      as practicable.

    The
      comments of the Staff (the “Staff”) of the Securities and Exchange Commission
      (the “Commission”) and the changes to the disclosure in the Company's filings in
      response to the Staff’s comments on the above-referenced Registration Statement
      do not foreclose the Commission from taking any action with respect to such
      filings; and the Representatives may not assert Staff comments as a defense
      in
      any proceeding initiated by the Commission or any person under the federal
      securities laws of the United States.

                Sincerely,

                MORGAN
                  STANLEY & CO. INCORPORATED

                CITIGROUP
                  GLOBAL MARKETS INC.

                As
                  Representatives

                By:  Morgan
                  Stanley & Co. Incorporated

                /s/
                  John Tyree

                Name:
                  John Tyree

                Title:
                  Executive Director

    September
      26, 2005

    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

              Re:

              WebMD
                Health Corp. (the “Company”)

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

    Ladies
      and Gentlemen:

    The
      following information with respect to the distribution of the prospectus dated
      September 19, 2005 is furnished pursuant to Rule 460 of the Rules and
      Regulations of the Commission under the Securities Act of 1933, as amended,
      in
      connection with the request for acceleration of the effective date of the
      aforementioned Registration Statement.

    The
      number of prospectuses dated September 19, 2005 as distributed between September
      19, 2005 and September 23, 2005 is as follows:

              No.
                of Copies dated

              September
                19, 2005

              To
                Prospective Underwriters

              21,067
                to 4

              To
                Institutions

              1,223

              To
                Individuals

              3

              To
                Dealers

              0

              Total

               22,293

    We
      were
      advised on August 9, 2005 by the Corporate Finance Department of the
      National Association of Securities Dealers, Inc. that it has reviewed the
      above-captioned proposed offering and that it has determined to raise no
      objections with respect to the fairness of the terms and arrangements of the
      offering.

                  Sincerely,

                  MORGAN
                    STANLEY & CO. INCORPORATED

                  CITIGROUP
                    GLOBAL MARKETS INC.

                  As
                    Representatives

                  By:  Morgan
                    Stanley & Co. Incorporated

                  /s/
                    John Tyree

                  Name:
                    John Tyree

                  Title:
                    Executive Director

      September
        26, 2005

      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

                  Re:

                  WebMD
                    Health Corp. (the “Company”)

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

      Ladies
        and Gentlemen:

      In
        connection with the Preliminary Prospectus distribution for the above-mentioned
        issue, the prospective underwriters have confirmed that they are complying
        with
        the 48-Hour requirement as promulgated by Rule 15c2-8 under the Securities
        Exchange Act of 1934, as amended.

                    Sincerely,

                    MORGAN
                      STANLEY & CO. INCORPORATED

                    CITIGROUP
                      GLOBAL MARKETS INC.

                    As
                      Representatives

                    By:  Morgan
                      Stanley & Co. Incorporated

                    /s/
                      John Tyree

                    Name:
                      John Tyree

                    Title:
                      Executive Director

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