8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 22, 2005

Date of Report (Date of earliest event reported)

WEBMD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-24975	94-3236644
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361

(Address of principal executive offices, including zip code)

(201) 703-3400

(Registrant’s telephone number, including area code)

(Former name or address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS

Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

     On March 22, 2005, WebMD Corporation sent a notice (which we refer to below as the “Notice”) to its directors and executive officers informing them of a temporary suspension of trading (which we refer to below as the “Blackout Period”) under the WebMD Practice Services, Inc. 401(k) Profit Sharing Plan (which we refer to below as the “Plan”), a qualified retirement plan maintained by WebMD Practice Services, Inc., an affiliate of WebMD Corporation. Attached hereto as Exhibit 99.1 and incorporated by reference herein is a copy of the Notice.

     The reason for the Blackout Period is to complete the transition of the recordkeeping and administrative services associated with the Plan to Fidelity Investments, who will become the new trustee and recordkeeper for the Plan on or about May 15, 2005. This transition will temporarily prevent participants in the Plan from engaging in transactions in WebMD Corporation common stock in their individual accounts under the Plan.

     The Notice indicates that the Blackout Period will begin on April 22, 2005, at 3:00 p.m. Eastern Time, and is expected to last until the week of May 15, 2005. WebMD Corporation provided the Notice to its directors and executive officers in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. WebMD Corporation received the notice required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974, as amended, on March 22, 2005.

     Inquiries concerning the Blackout Period should be directed to Lewis H. Leicher, Senior Vice President, by telephone at (858) 759-6000 or by mail at WebMD Corporation, River Drive Center Two, 669 River Drive, Elmwood Park, New Jersey 07407-1361.

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits

     The following exhibit is filed herewith:

99.1   Notice to Directors and Executive Officers of WebMD Corporation, dated March 22, 2005

2

SIGNATURE

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

	WEBMD CORPORATION
Dated: March 22, 2005	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number		Description
	99.1	Notice to Directors and Executive Officers of WebMD Corporation, dated March 22, 2005

4

EX-99.1

EXHIBIT 99.1

MEMORANDUM

TO:	All Directors and Executive Officers of WebMD Corporation
FROM:	Lewis Leicher
	Senior Vice President & Assistant General Counsel
	WebMD Corporation
DATE:	March 22, 2005
SUBJECT:	Notice of Blackout Period with Respect to Trading of Common Stock of WebMD Corporation

     WebMD Practice Services, Inc., an affiliate of WebMD Corporation (the “Company”), maintains the WebMD Practice Services, Inc.
401(k) Profit Sharing Plan (the “Plan”). The Plan will be changing the provider of recordkeeping services from Merrill Lynch to Fidelity Investments. The Plan trustee will also be changed from Merrill Lynch Trust Co., FSB to Fidelity Management Trust Company. The conversion will require that a blackout period be imposed on participants’ transactions in the Plan from April 22, 2005, at 3:00 p.m. Eastern Time, to the week of May 15, 2005 (the “Blackout Period”). You will be notified if the timing of the Blackout Period changes.

     The following restrictions and limitations involving Company securities and Plan transactions will apply during the Blackout Period.

     1. You are not permitted to purchase, sell or otherwise acquire or transfer any equity securities of the Company (or derivative securities of those equity securities) during the Blackout Period. Certain transactions are exempt from this prohibition, including, but not limited to, purchases or sales of Company securities pursuant to a Rule 10b5-1 arrangement (provided such arrangement is not adopted or amended during the Blackout Period). There are also certain narrow exceptions for dividend reinvestment plans, certain automatic non-discretionary transactions within employee benefit plans (but not the Plan), automatic formula grant programs, and exchanges by operation of law in connection with a merger or acquisition.

     2. This prohibition is imposed because, during the Blackout Period, participants in the Plan will not be permitted to enter into transactions under the Plan with respect to Company securities because the Plan will be changing the provider of recordkeeping services from Merrill Lynch to Fidelity Investments, and changing trustees from Merrill Lynch Trust Co., FSB to Fidelity Management Trust Company.

     3. The prohibition on sales and other transfers described in paragraph 1 above applies only to equity securities of the Company (and derivatives of such securities) that you have acquired in connection with your service or employment as a director or executive officer of the Company. It is important to note that any such security you sell or otherwise transfer will automatically be treated as acquired in connection with your service or employment unless you establish that the securities were acquired from another source and this identification is consistent with your treatment of the securities for tax purposes and all other disclosure and reporting requirements.

     4. Participants in the Plan generally will be prohibited from engaging in certain transactions with respect to the Plan (e.g., directing or diversifying investments in their individual accounts, obtaining loans from the Plan or obtaining a distribution from the Plan) beginning on April 22, 2005, at 3:00 p.m. Eastern Time. The Blackout Period is expected to last until the week of May 15, 2005. You will be informed if the timing of the Blackout Period changes.

     The foregoing restrictions and limitations are in addition to those under the Company’s insider trading policy.

     This notice is provided to you pursuant to the requirements of Rule 104 of Regulation BTR promulgated under the Securities Exchange Act of 1934 and Section 306 of the Sarbanes-Oxley Act of 2002.

     For inquiries concerning either this notice or the Blackout Period, please contact Lewis H. Leicher, Senior Vice President, by telephone at (858) 759-6000 or by mail at WebMD Corporation, River Drive Center Two, 669 River Drive, Elmwood Park, New Jersey 07407-1361.

     If this notice has been delivered to you by electronic means, you have the right to receive a paper version of this notice, and may request a paper version of this notice at no charge by contacting Mr. Leicher as indicated above.

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