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

November 18, 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 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))

Item 1.02. Termination of a Material Definitive Agreement

     On November 18, 2008, the parties to the Agreement and Plan of Merger (the “MTS Merger Agreement”), dated September 12, 2008, by and among WebMD Health Corp., Charlotte’s Corporation (a wholly owned subsidiary of WebMD) and Marketing Technology Solutions Inc. agreed to terminate the MTS Merger Agreement pursuant to the terms of a termination agreement (the “Termination Agreement”). On November 19, 2008, WebMD issued a press release regarding the Termination Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report and which is incorporated herein by reference. A description of the terms of the MTS Merger Agreement was included in Item 1.01 of the Current Report on Form 8-K filed by WebMD on September 15, 2008 and, to the extent required by Item 1.02 of Form 8-K, that description is incorporated by reference in this Item 1.02 pursuant to General Instruction B.3 of Form 8-K.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

          The following exhibit is filed herewith:

Exhibit
Number	Description
99.1	Press Release, issued by WebMD Health Corp. on November 19, 2008, regarding the Termination Agreement

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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: November 19, 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 WebMD Health Corp. on November 19, 2008, regarding the Termination Agreement

EX-99.1

Exhibit 99.1

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

WebMD and Marketing Technology Solutions Terminate Merger Agreement

WebMD Acquires Minority Interest in MTS and Enters into
Advertising Services Agreement

New York, NY (November 19, 2008) — WebMD Health Corp. (Nasdaq: WBMD), the leading source of health information, today announced that it and Marketing Technology Solutions Inc., the owner of QualityHealth.com, have mutually terminated the previously announced merger agreement.

WebMD announced today that it has entered into an advertising services agreement with MTS. In addition, WebMD has acquired a minority preferred interest in MTS. Financial terms were not disclosed.

Under the advertising services agreement, WebMD will represent a portion of QualityHealth.com’s media inventory in the marketplace and WebMD will provide QualityHealth.com with limited access to certain of its inventory.

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.

About Marketing Technology Solutions

Marketing Technology Solutions (MTS), is an online marketing services company providing performance-based marketing solutions to leading healthcare advertisers. MTS specializes in connecting clients’ brands with health-conscious consumers through targeted consumer lead generation, patient education and online advertising. MTS delivers its solutions through its network of Web sites, QualityHealth.com, Healthpages.com and Nubella.com, whose millions of members rely on the sites for health and wellness news, tips, tools, support groups, and patient education.

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All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: the benefits expected from the transaction referred to in this press release, from deployment of new products and services and from other potential sources of additional revenue. These statements are based on WebMD’s 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; WebMD’s ability to form and maintain mutually beneficial 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. Further information about these matters can be found in WebMD’s Securities and Exchange Commission filings. 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.

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