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

September 22, 2010

Date of Report (Date of earliest event reported)

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware	0-51547	20-2783228
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
incorporation)		No.)

111 Eighth Avenue
New York, New York 10011

(Address of principal executive offices, including zip code)

(212) 624-3700

(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))

Item 8.01. Other Events

     Reference is made to the Indenture between the Registrant and The Bank of New York, as Trustee, dated August 30, 2005 (the “Indenture”), relating to the 3 1/8% Convertible Notes due 2025 (the “Notes”) issued by the Registrant (filed previously as Exhibit 4.1 to Amendment, filed on November 9, 2005, to the Current Report on Form 8-K filed by HLTH Corporation on August 30, 2005), as supplemented by the First Supplemental Indenture thereto, dated as of October 23, 2009, between the Registrant and The Bank of New York Mellon, as Trustee (filed previously as Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrant on October 26, 2009).

     As previously announced, the Registrant purchased 3,000,000 shares of its common stock at a price of $52.00 per share pursuant to a tender offer that expired at 5:00 P.M., New York City time, on September 8, 2010 (the “Tender Offer”). Under the applicable provisions of the Indenture, September 22, 2010 was the end of the period for determining whether a change in the conversion rate of the Notes would be required as a result of such purchase, based in part on trading prices of the Registrant’s common stock during that period.

     Under the applicable provisions of the Indenture, no adjustment to the conversion rate of the Notes will be made as a result of the purchase of shares in the Tender Offer. Pursuant to Section 10.08 of the Indenture, no adjustment is required to be made until cumulative adjustments amount to 1% or more of the conversion rate as last adjusted. The Registrant estimates that the potential adjustment of the conversion rate resulting from the purchase of shares in the Tender Offer, calculated under the applicable provisions of the Indenture, would be less than 0.1%. There are no prior adjustments of less than 1% to be cumulated with this potential adjustment of the conversion rate; accordingly, no adjustment is required at this time.

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SIGNATURE

     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.
Dated: September 23, 2010	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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