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

October 10, 2008

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 2.02. Results of Operations and Financial Condition

     On October 10, 2008, the Registrant issued a press release that provided certain information relating to its preliminary results for the third quarter of 2008. A copy of the press release is attached as Exhibit 99.1 to this Current Report. Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

          The following exhibit is furnished herewith:

Exhibit
Number	Description
99.1	Press Release, issued by the Registrant on October 10, 2008, regarding its online advertising sales growth

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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: October 10, 2008	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release, issued by the Registrant on October 10, 2008, regarding its online advertising sales growth

EX-99.1

Exhibit 99.1

Contacts:
Investors:	Media:
Risa Fisher	Jennifer Newman
212-624-3817	212-624-3912
rfisher@webmd.net	jnewman@webmd.net

WebMD Reports Strong Online Advertising Sales Growth

NEW YORK, NY (October 10, 2008) – WebMD Health Corp. (Nasdaq: WBMD), the leading provider of health information services, stated that it has experienced a strong increase in sales of its online promotional and educational programs in both the pharmaceutical and consumer products markets during the September 2008 quarter. These sales represent a significant increase in advance commitments for 2009, compared to the same period in the prior year. Accordingly, WebMD indicated that it has not experienced the weakness in online sales that has recently been reported in other sectors of online media and advertising.

WebMD stated that it expects its third quarter financial results to be at the low end of its prior financial guidance. The company expects to report that online advertising revenues increased more than 20% in the third quarter, as compared to the prior year period. Traffic to the WebMD Health Network during the third quarter grew substantially, to an average of more than 49 million monthly unique visitors and to 1.1 billion total page views, increases of more than 20% and 30%, respectively, over the prior year period.

The growth in sales commitments that WebMD experienced relates primarily to 2009 marketing programs. WebMD is currently evaluating the expected timing of the revenue from these sales commitments and potential new sales for the December 2008 quarter. It is possible that revenues for the December 2008 quarter may be below WebMD’s prior financial guidance. However, the revenue shortfall, if any, is not expected to be more than 5% of the low end of the prior guidance range (excluding any revenue from the pending acquisition of Marketing Technology Solutions).

Wayne Gattinella, President and CEO of WebMD, stated: “The unique strength of the WebMD brand continues to gain momentum, as we continue to demonstrate the unique quality and impact of our differentiated audience to large advertisers. We are well positioned to increase our growth in the online health market and to continue the sales momentum that we achieved in the third quarter.”

As previously announced, WebMD and HLTH Corporation (Nasdaq: HLTH), which owns 84% of WebMD’s common stock, will release their respective financial results for the three months ended September 30, 2008 at approximately 4:00 pm (ET) on Thursday, October 30, 2008 and will host a joint conference call on that day at 4:45 pm (ET) to

discuss those results. Investors can access the call via webcast at www.wbmd.com (in the Investor Relations section). A replay of the call and a copy of the press release with final financial results will be available at the same web address.

About WebMD

WebMD Health Corp. (Nasdaq: WBMD) is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers and health plans through our public and private online portals and health-focused publications. WebMD Health Corp. is a subsidiary of HLTH Corporation (Nasdaq: HLTH).

The WebMD Health Network includes WebMD Health, Medscape, MedicineNet, eMedicine, eMedicine Health, RxList and theHeart.org.

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All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: WebMD’s preliminary third quarter revenue and other preliminary measures of WebMD’s performance for that quarter (which reflect what WebMD expects to report and are subject to adjustment); WebMD’s future financial results and other measures of WebMD’s future performance; expectations regarding sales and sale commitments; and market opportunities and WebMD’s ability to capitalize on them. These statements speak only as of the date of this press release, are based on our current plans and expectations, and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of WebMD’s products and services; relationships with customers and strategic partners; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.

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WebMD®, WebMD Health®, Medscape®, eMedicine®, MedicineNet®, RxList®, Subimo®, Medsite®, The Little Blue Book® and Summex®, are trademarks of WebMD Health Corp. or its subsidiaries.