September 16, 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. 3 to Registration Statement on Form S-1
      Filed September 8, 2005
		File No.  333-124832

      Amendment No. 4 to Registration Statement on Form S-1
      Filed September 14, 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 page 4 that you are not currently a party to any
"definitive" acquisition agreements.  Please tell us what you mean
by
"definitive" and tell us whether you are a party to any non-
binding
agreements, such as letters of intent and term sheets.  If so,
please
provide us with copies of those documents.  We may have further
comments.
2. We note from page 8 that upon consummation of this offering you
expect to grant options to certain employees of your parent under
your long-term incentive plan.  To the extent necessary to comply
with your disclosure obligations under Item 404 of Regulation S-K,
please discuss these grants in your section on related party
transactions.

Cover Page
3. Please remove from the cover page the statement that you will
refer to WebMD Corporation in this prospectus as your Parent.

Use of Proceeds, page 35
4. We note that proceeds of this offering may be used for, among
other things, capital expenditures and acquisitions.  We further
note
from page 57 that you anticipate capital expenditures of $40
million
in 2005 and 2006.  Finally, it appears that you may, at this time,
be
considering certain acquisitions.  Please revise your disclosure
to
identify specific uses of proceeds, including the disclosure
required
by instruction 6 to Item 504 of Regulation S-K.  To the extent the
proceeds of this offering are not sufficient to meet your
identified
uses, please identify alternative sources of funding.

Management`s Discussion and Analysis, page 40

Liquidity and Capital Resources, page 55

5. We note that your parent has agreed to provide you with $40
million at the close of this offering.  Please tell us where we
can
find a record of your parent`s commitment to provide you with this
funding.  If the parent has no contractual obligation to provide
this
funding, please tell us why it is appropriate for you to rely on
it
for purposes of your discussion of liquidity.

Directors and Executive Officers, page 91
6. Based on your current disclosure, it appears that Mr. Dimick
and
Mr. Manning have not held executive officer positions since 2002
and
1998, respectively.  Also, it appears that Mr. Keller has been the
senior vice president of sales at Martek Biosciences since 1993.
Please confirm or revise to provide a full five years of
employment
history for Messrs. Dimick, Keller and Manning.

Exhibit 5.1

7. Please confirm to us in writing that you concur with our
understanding that the reference and limitation to General
Corporation Law of the State of Delaware includes statutory
provisions and also applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these
laws.

      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 16, 2005
Page 1