Other

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO
(AMENDMENT NO. 6)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

WEBMD HEALTH CORP.

(Name of Subject Company (Issuer))

WEBMD HEALTH CORP. (ISSUER)

(Names of Filing Persons (Issuer and Offeror))

COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)

94770V 10 2
(CUSIP Number of Class of Securities)

DOUGLAS W. WAMSLEY, ESQ.
WEBMD HEALTH CORP.
111 EIGHTH AVENUE
NEW YORK, NEW YORK 10011
(212) 624-3700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on
Behalf of Filing Persons)

Copy to:
CREIGHTON O’M. CONDON, ESQ.
ROBERT M. KATZ, ESQ.
SHEARMAN & STERLING LLP
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000

CALCULATION OF FILING FEE


TRANSACTION VALUATION(1)		AMOUNT OF FILING FEE(2)
$ 271,440,000		$19,353.67

(1)		Estimated solely for purposes of calculating the filing fee, this amount is based on the purchase of 5,800,000 shares of common stock at the offer price of $46.80 per share.

(2)		The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, equals $71.30 per million of the value of the transaction.

þ		Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: $18,940.13		Filing Party: WebMD Health Corp.
Form or Registration No.: Schedule TO		Date Filed: March 11, 2010

Amount Previously Paid: $413.54		Filing Party: WebMD Health Corp.
Form or Registration No.: Schedule TO/A		Date Filed: March 16, 2010

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

o		third-party tender offer subject to Rule 14d-1.
þ		issuer tender offer subject to Rule 13e-4.
o		going-private transaction subject to Rule 13e-3.
o		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS


	ITEM 11. ADDITIONAL INFORMATION
	ITEM 12. EXHIBITS
SIGNATURE
EXHIBIT INDEX
EX-99.(A)(1)(P)

INTRODUCTION

This Amendment No. 6 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) on March 11, 2010, as amended and supplemented through the date hereof (the “Schedule TO”), relating to the offer (the “Offer”) by WebMD Health Corp., a Delaware corporation (the “Company”), to purchase up to 5,800,000 shares of its common stock, par value $.01 per share, at a price of $46.80 per share, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 11, 2010, as amended through the date hereof, and in the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively. This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended.

ITEM 11. ADDITIONAL INFORMATION.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

(g) On April 9, 2010, the Company issued a press release announcing the preliminary results of the Offer, which expired at 5:00 p.m., New York City time, on Thursday, April 8, 2010. A copy of the press release is filed as Exhibit (a)(1)(P) to the Schedule TO and is incorporated herein by reference.

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:


(a)(1)(P)		Press Release dated April 9, 2010.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 9, 2010


WEBMD HEALTH CORP.
By:	/s/ Lewis H. Leicher
	Name:	Lewis H. Leicher
	Title:	Senior Vice President

EXHIBIT INDEX


(a)(1)(A)**		Offer to Purchase dated March 11, 2010.
(a)(1)(B)**		Letter of Transmittal.
(a)(1)(C)**		Notice of Guaranteed Delivery.
(a)(1)(D)**		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)**		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)**		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G)**		Press Release dated March 11, 2010.
(a)(1)(H)**		Summary Advertisement.
(a)(1)(I)**		Letter to Stockholders.
(a)(1)(J)****		Letter to Participants in the WebMD 401(k) Savings Plan.
(a)(1)(K)****		Letter to Participants in the Porex Corporation 401(k) Savings Plan.
(a)(1)(L)**		Letter to Vested Stock Option Holders.
(a)(1)(M)**		Email communication to Employees.
(a)(1)(N)***		Press Release dated March 16, 2010.

(a)(1)(O)*****		Supplement to the Offer to Purchase dated March 17, 2010.


(a)(1)(P)*		Press Release dated April 9, 2010.

(b)		Not Applicable.
(d)		Not Applicable.
(g)		Not Applicable.
(h)		Not Applicable.

* Filed herewith.

** Previously filed with the Schedule TO on March 11, 2010.

*** Previously filed with Amendment No. 1 to the Schedule TO on March 16, 2010.

**** Previously filed with Amendment No. 2 to the Schedule TO on March 17, 2010.

***** Previously filed with Amendment No. 3 to the Schedule TO on March 17, 2010.

E-1

Exhibit (a)(1)(P)


Contacts:
Investors:		Media:
Risa Fisher		Kate Hahn
rfisher@webmd.net		khahn@webmd.net
212-624-3817		212-624-3760

WEBMD HEALTH CORP. ANNOUNCES PRELIMINARY
RESULTS OF ITS TENDER OFFER

NEW YORK, NY (April 9, 2010) — WebMD Health Corp. (Nasdaq: WBMD) announced today the preliminary results of its tender offer to purchase up to 5,800,000 shares of its common stock at a price of $46.80 per share, which expired at 5:00 p.m., New York City time on April 8, 2010. Based on the preliminary count by American Stock Transfer & Trust Company, the Depositary for the tender offer, 5,172,210 shares of common stock were properly tendered and not withdrawn, including approximately 200,000 shares that were tendered through notice of guaranteed delivery. In accordance with the terms of the tender offer, WebMD expects to accept for purchase all shares that were properly tendered and not withdrawn at a purchase price of $46.80 per share, for a total cost of approximately $242.1 million.

The number of shares tendered and not withdrawn is preliminary and is subject to verification by the Depositary and to the proper delivery of all shares tendered and not properly withdrawn (including shares tendered pursuant to guaranteed delivery procedures). The actual number of shares validly tendered and not withdrawn will be announced promptly following completion of the verification process. Promptly after such announcement, the Depositary will issue payment for the shares validly tendered and accepted under the tender offer. It is currently expected that payment for all shares purchased will be made on or about April 14, 2010.

As of April 7, 2010, WebMD had approximately 55.8 million shares of common stock outstanding (excluding approximately 996,000 shares of unvested restricted stock). Between March 9, 2010 and April 7, 2010, the number of shares of WebMD common stock outstanding increased by a total of approximately 3.4 million shares as a result of the conversion of approximately $84 million principal amount of WebMD’s 3 1/8% Convertible Notes into approximately 2.4 million common shares as well as from the exercise of employee stock options. After giving effect to the results of the tender offer, WebMD expects to have approximately 50.6 million shares of common stock outstanding (excluding unvested restricted stock) and approximately $550 million in cash and investments.

The Information Agent for the tender offer is Innisfree M&A Incorporated. The Depositary is American Stock Transfer & Trust Company. For questions and information, please call the Information Agent toll free at 1-888-750-5834.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF WEBMD HEALTH CORP. COMMON STOCK. THE TENDER OFFER WAS MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT WEBMD DISTRIBUTED

TO ITS STOCKHOLDERS AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. STOCKHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, AS AMENDED, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT WEBMD FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION’S WEBSITE AT WWW.SEC.GOV OR BY CALLING INNISFREE M&A INCORPORATED, THE INFORMATION AGENT FOR THE TENDER OFFER, TOLL-FREE AT 1-888-750-5834.

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.

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

*****************************

All statements contained in this press release, other than statements of historical fact, are forward-looking statements. 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 than those described in or implied by such forward-looking statements, including risks and uncertainties regarding: changes in financial markets; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries; and changes in facts and circumstances and other uncertainties concerning the completion of the tender offer. Further information about these matters can be found in our 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.

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