WebMD Health (WBMD) 10-Q/A 2011 Q1 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

Amendment No. 1

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2011
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission FileNumber: 0-51547

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware (State of incorporation)	20-2783228 (I.R.S. Employer Identification No.)
111 Eighth Avenue New York, New York (Address of principal executive office)	10011 (Zip code)

(212) 624-3700
(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yesþ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yesþ     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act.)

Yeso     No þ

As of May 4, 2011, the Registrant had 59,092,091 shares of Common Stock (including unvested shares of restricted Common Stock).

EXPLANATORY NOTE

The sole purpose of this amendment to our Quarterly Report onForm 10-Q for the quarterly period ended March 31, 2011, originally filed with the Securities and Exchange Commission on May 10, 2011, is to furnish Exhibit 101 to theForm 10-Q, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part  I, Item 1 of theForm 10-Q. As permitted by Rule 405(a)(2)(ii) ofRegulation S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of theForm 10-Q.

No other changes have been made to theForm 10-Q and theForm 10-Q has not been updated to reflect events occurring subsequent to the original filing date.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WebMD Health Corp.

By:  /s/  Anthony Vuolo

Anthony Vuolo

Chief Operating Officer and

Chief Financial Officer

Date: June 8 , 2011

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EXHIBIT INDEX

Exhibit No.			Description
	3	.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement onForm S-8 filed on October 23, 2009 (Reg.No. 333-162651))
	3	.2	Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement onForm S-8 filed on October 23, 2009 (Reg.No. 333-162651))
	4	.1	Indenture, dated as of January 11, 2011, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Amendment No. 1, filed on January 14, 2011, to the Registrant’s Current Report onForm 8-K filed on January 11, 2011)
	4	.2	Form of 2.50% Convertible Note Due 2018 (included in Exhibit 4.1)
	4	.3	Indenture, dated as of March 14, 2011, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Amendment No. 1, filed on March 15, 2011, to the Registrant’s Current Report onForm 8-K filed on March 14, 2011)
	4	.4	Form of 2.25% Convertible Note Due 2016 (included in Exhibit 4.3)
	31	.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant*
	31	.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant*
	32	.1	Section 1350 Certification of Chief Executive Officer of Registrant*
	32	.2	Section 1350 Certification of Chief Financial Officer of Registrant*
	99	.1	Explanation of Non-GAAP Financial Measures*
	100	.INS	XBRL Instance Document**
	100	.SCH	XBRL Taxonomy Extension Schema Document**
	100	.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
	100	.LAB	XBRL Taxonomy Extension Label Linkbase Document**
	100	.PRE	Taxonomy Extension Presentation Linkbase Document**
	100	.DEF	XBRL Taxonomy Extension Definition Linkbase Document**

*	Previously filed or furnished as an exhibit to the Registrant’s Quarterly Report onForm 10-Q for the quarterly period ended March 31, 2011.
**	Furnished with this Amendment No. 1.

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