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

April 13, 2006

               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 incorporation)	(Commission File Number)	(I.R.S. Employer Identification 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))

TABLE OF CONTENTS

EX-10.1 AGREEMENT AND PLAN OF MERGER

EX-99.1 PRESS RELEASE

          All statements contained in this Current Report on Form 8-K , other than statements of historical fact, are forward-looking statements, including those regarding our guidance on future financial results and other projections or measures of our future performance and those regarding the amount and timing of the benefits expected from the acquisition referred to below, from new products or services and from other potential sources of additional revenue. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different from those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of our products and services; relationships with customers or strategic partners; difficulties in integrating acquired businesses; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, and information technology industries. Further information about these matters can be found in our other Securities and Exchange Commission filings. We expressly disclaim any intent or obligation to update these forward-looking statements.

Item 1.01. Entry into a Material Definitive Agreement

          On April 17, 2006, the Registrant announced that it had entered into a definitive agreement to acquire Summex Corporation, a provider of comprehensive health and wellness programs that include online and offline health risk assessments, lifestyle education and personalized telephonic health coaching. The purchase price for the acquisition of Summex is $30.0 million. The Registrant has agreed to pay up to an additional $10.0 million in cash over a two year period if certain milestones are achieved.

          Pursuant to the Agreement and Plan of Merger (which we refer to as the Merger Agreement), dated as of April 13, 2006, among Summex Corporation, the Registrant and FFGM, Inc., FFGM (which is a wholly owned subsidiary of the Registrant) will be merged with and into Summex, making Summex a wholly-owned subsidiary of the Registrant. In the merger, the existing shares of common stock of Summex will be converted into the right to receive a pro rata portion of the aggregate purchase price, after deductions for amounts payable with respect to stock appreciation rights issued by Summex and other amounts payable at the closing on Summex’s behalf. A portion of the purchase price will be placed into escrow at the closing as a source for effecting indemnification payments, if any, to the Registrant under the terms of the Merger Agreement. The acquisition is expected to be completed before the end of June 2006, subject to satisfaction or waiver of customary closing conditions.

          The Merger Agreement is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference. This summary of the provisions of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement.

Item 7.01. Regulation FD Disclosure

          On April 17, 2006, the Registrant issued a press release announcing its entry into a definitive agreement to acquire Summex Corporation. A copy of the press release is attached as Exhibit 99.1. Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (referred to as the Exchange Act), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01. Financial Statements and Exhibits

(c)	Exhibits
	The following exhibits are filed or furnished herewith:

10.1	Agreement and Plan of Merger, dated as of April 13, 2006, among Summex Corporation, the Registrant, and FFGM, Inc. (referred to as the Merger Agreement)*
99.1	Press Release, dated April 17, 2006, regarding the Merger Agreement

* The exhibits and schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

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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: April 19, 2006	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	Agreement and Plan of Merger, dated as of April 13, 2006, among Summex Corporation, the Registrant, and FFGM, Inc. (referred to as the Merger Agreement)
99.1	Press Release, dated April 17, 2006, regarding the Merger Agreement