Emphasis is mine:carl icahn image
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.64%

14  TYPE  OF  REPORTING  PERSON
     IN

<PAGE>

                                  SCHEDULE 13D

Item  1.  Security  and  Issuer

     This  statement constitutes Amendment No. 4 to the Schedule 13D relating to
the  Common  Stock, par value $0.01 (the "Shares"), issued by WebMD Health Corp.
(the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and
Exchange  Commission  on  October 21, 2011, as amended by Amendment No. 1 to the
Schedule  13D  filed  on  November  3, 2011, Amendment No. 2 to the Schedule 13D
filed  on  November  25,  2011  and Amendment No. 3 to the Schedule 13D filed on
November  30,  2011  (together,  the "Schedule 13D"), on behalf of the Reporting
Persons  (as defined in the Schedule 13D), to furnish the additional information
set  forth  herein.  All  capitalized  terms  contained herein but not otherwise
defined  shall  have  the  meanings  ascribed to such terms in the Schedule 13D.

Item  3.  Source  and  Amount  of  Funds  or  Other  Consideration

     Item  3  of  the  Schedule 13D is hereby amended by replacing the first two
sentences  thereof  with  the  following:

     The  Reporting  Persons may be deemed to be the beneficial owner of, in the
aggregate,   6,632,680  Shares.  The  aggregate  purchase  price  of  the Shares
purchased by the Reporting Persons collectively was approximately $201.4 million
(including  commissions  and  premiums).

Item  4.  Purpose  of  Transaction

     Item  4  of  the  Schedule  13D  is hereby amended by adding the following:

     The Reporting Persons believe that the Issuer should use cash on hand to
repurchase up to one billion dollars of its outstanding shares through a Dutch
tender with $30.00 per share as the high-end of the price range.  This price
represents a 14% premium to the January 18, 2012 closing price which reflects
the news of the Issuer's most recent significant financial guidance
disappointment and the termination of its sale process.

     The  Reporting  Persons may, from time to time and at any time: (i) acquire
additional  Shares  and/or  other  equity,  debt,  notes,  instruments  or other
securities  (collectively,  "Securities")  of  the  Issuer in the open market or
otherwise;  (ii) dispose of any or all of their Securities in the open market or
otherwise;  or  (iii) engage in any hedging or similar transactions with respect
to  the  Securities.

Item  5.     Interest  in  Securities  of  the  Issuer

     Items  5(a)  and  (b)  of  the Schedule 13D are hereby amended by replacing
them  in  their  entirety  with  the  following:

     (a)  The  Reporting  Persons  may  be  deemed  to  beneficially own, in the
aggregate,    6,632,680   Shares,  representing  approximately  11.64%  of  the
Issuer's  outstanding  Shares  (based  upon  the  statement by the Issuer in the
Issuer's Form 10-Q filed with the Securities and Exchange Commission on November
9,  2011,  in  which  the Issuer stated 56,971,112 Shares were outstanding as of
November  4,  2011).

     (b)  For  purposes  of  this  Schedule  13D:

     High  River has sole voting power and sole dispositive power with regard to
1,326,537 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power
and  shared  dispositive power with regard to such Shares. Icahn Master has sole
voting power and sole dispositive power with regard to 2,155,311 Shares. Each of
Icahn  Offshore,  Icahn  Capital,  IPH,  Icahn  Enterprises  Holdings,  Icahn
Enterprises  GP,  Beckton  and  Mr.  Icahn  has  shared  voting power and shared
dispositive  power  with  regard to such Shares. Icahn Master II has sole voting
power  and  sole  dispositive power with regard to 750,133 Shares. Each of Icahn
Offshore,  Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP,
Beckton  and Mr. Icahn has shared voting power and shared dispositive power with
regard  to  such  Shares.  Icahn  Master  III  has  sole  voting  power and sole
dispositive  power  with regard to 330,188 Shares. Each of Icahn Offshore, Icahn
Capital,  IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn  has  shared voting power and shared dispositive power with regard to such
Shares.  Icahn  Partners  has  sole voting power and sole dispositive power with
regard  to  2,070,511  Shares.  Each of Icahn Onshore, Icahn Capital, IPH, Icahn
Enterprises  Holdings,  Icahn  Enterprises  GP, Beckton and Mr. Icahn has shared
voting  power  and  shared  dispositive  power  with  regard  to  such  Shares.

     Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High  River  (as  disclosed in Item 2), may be deemed to indirectly beneficially
own  (as that term is defined in Rule 13d-3 under the Securities Exchange Act of
1934,  as  amended, the "Act") the Shares which High River directly beneficially
owns.  Each  of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of
such Shares for all other purposes.  Each of Icahn Offshore, Icahn Capital, IPH,
Icahn  Enterprises  Holdings,  Icahn  Enterprises  GP, Beckton and Mr. Icahn, by
virtue of their relationships to each of Icahn Master, Icahn Master II and Icahn
Master  III  (as  disclosed in Item 2), may be deemed to indirectly beneficially
own  (as that term is defined in Rule 13d-3 under the Act) the Shares which each
of  Icahn  Master,  Icahn  Master  II and Icahn Master III directly beneficially
owns.  Each  of  Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings,
Icahn  Enterprises  GP,  Beckton and Mr. Icahn disclaims beneficial ownership of
such  Shares  for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH,
Icahn  Enterprises  Holdings,  Icahn  Enterprises  GP, Beckton and Mr. Icahn, by
virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be
deemed  to  indirectly  beneficially  own (as that term is defined in Rule 13d-3
under  the Act) the Shares which Icahn Partners directly beneficially owns. Each
of  Icahn  Onshore,  Icahn  Capital,  IPH,  Icahn  Enterprises  Holdings,  Icahn
Enterprises  GP,  Beckton  and  Mr. Icahn disclaims beneficial ownership of such
Shares  for  all  other  purposes.
Full document-http://www.sec.gov/Archives/edgar/data/921669/000092166912000038/0000921669-12-000038.txt