Exhibit 99.2
  WebMD
    Health Corp.
  Amended
    and Restated Audit Committee Charter
    Effective as of October 29, 2010
    A. Purpose
    and Role
  1.
    General. The Audit Committee (the
    Committee) has been established by the Board of
    Directors (the Board) of WebMD Health Corp. (the
    Corporation) to oversee:  
    the accounting and financial reporting processes of the
    Corporation,  §
    the audits of the Corporations financial
    statements, and§
    related matters, including administration of the
    Corporations Code of Business Conduct;    2.
    Oversight Role. The Committees role is one of
    oversight, recognizing that the Corporations management is
    responsible for preparing the Corporations financial
    statements and that the Corporations registered public
    accounting firm is responsible for auditing those financial
    statements. In carrying out its oversight responsibilities, the
    Committee is not providing any expert or professional
    certification as to the Corporations financial statements
    or the registered public accounting firms work.3.
    Reporting Relationships; Retention Authority. The
    Corporations registered public accounting firm shall
    report directly to the Committee and the Committee shall have
    the sole authority to appoint and terminate the
    Corporations registered public accounting firm and to
    approve the amount of their compensation and shall have the
    authority to cause its payment by the Corporation. The
    Corporations internal audit function shall also report
    directly to the Committee. The Committee shall have the sole
    authority to appoint and terminate any outside parties retained
    by the Corporation to provide internal audit services and to
    approve the amount of their compensation and shall have the
    authority to cause its payment by the Corporation.  B. Composition
  1.
    Members. The Committee shall consist of as many
    members as the Board shall determine, but in any event not fewer
    than three members. Members of the Committee shall be appointed
    by the Board in accordance with the By-laws of the Corporation.
    Committee members shall serve until the earliest of their
    resignation or their replacement or removal by the Board in
    accordance with this Charter and the By-laws of the Corporation.2.
    Qualifications. Each member of the Committee shall, in
    the judgment of the Board, meet the following requirements (the
    Independence Requirements):  
    all independence requirements, under applicable laws, rules and
    regulations, for members of audit committees of companies listed
    for quotation on The NASDAQ Global Market;  §
    all applicable independence requirements of The NASDAQ Stock
    Market for members of audit committees of companies listed for
    quotation on The NASDAQ Global Market; and  
    being free from any relationship that, in the opinion of the
    Board, would interfere with the exercise of independent judgment
    as a member of the Committee.




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
    each member of the Committee shall, in the judgment of the
    Board, meet the basic financial literacy requirements, under
    applicable law, for members of audit committees of companies
    listed for quotation on The NASDAQ Global Market;
    each member of the Committee shall, in the judgment of the
    Board, meet the basic financial literacy requirements under
    applicable listing standards of the NASDAQ Stock Market for
    members of audit committees of companies listed for quotation on
    The NASDAQ Global Market;
    each member of the Committee must not have participated in the
    preparation of the financial statements of the Corporation (or
    any subsidiary of the Corporation) at any time during the three
    years prior to appointment as a member of the Committee;
    at least one member of the Committee shall, in the judgment of
    the Board, have previous employment experience in finance or
    accounting, requisite professional certification in accounting,
    or any other comparable experience or background which results
    in the individuals financial sophistication, including
    being or having been a chief executive officer, chief financial
    officer, or other senior officer with financial oversight
    responsibilities (which member may be the one who is also an
    audit committee financial expert under applicable
    rules promulgated by the Securities and Exchange
    Commission); and
    at least one member of the Committee shall, in the judgment of
    the Board, be an audit committee financial expert
    under the applicable rules promulgated by the Securities and
    Exchange Commission.    3.
    Chairperson. A Chairperson of the Committee shall be
    appointed by the Board or by the Committee. If the Board does
    not do so, the Committee members shall elect a Chairperson by
    vote of a majority of the full Committee.4.
    Removal and Replacement. The members of the
    Committee may be removed or replaced, and any vacancies on the
    Committee shall be filled by the Board in accordance with the
    By-laws of the Corporation.  C. Operations
  1.
    Meetings. The Committee shall determine the schedule
    and frequency of the Committee meetings, provided that the
    Committee shall meet at least four times per year. Minutes of
    these meetings shall be kept and filed with the Secretary of the
    Corporation.2.
    Agenda; Reports. The Committee shall determine the
    agenda for its meetings. The Committee may invite other Board
    members, members of management and others to attend meetings and
    provide pertinent information and reports, as it deems
    necessary; provided, however, that the Committee members shall
    meet regularly: with appropriate representatives of the
    Corporations registered public accounting firm without any
    members of management present; with the Corporations head
    of internal audit without any other members of management
    present; and with appropriate representatives of any outside
    provider of co-sourced internal audit services without any
    members of  Amended and Restated Audit Committee Charter  
    Effective as of October 29, 2010
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management present. Nothing in this Charter shall be construed
    to restrict the reliance by any member of the Committee, to the
    full extent permitted by law, on information, opinions, reports
    or statements presented to the Committee by any of the
    Corporations officers or employees, or other committees of
    the Board, or by any other person selected with reasonable care
    by or on behalf of the Corporation or the Committee as to
    matters the Committee member reasonably believes are within such
    other persons professional or expert competence.  3.
    Report to Board. The Committee shall report its
    actions and recommendations to the Board at the next Board
    meeting after each Committee meeting or, if so determined by the
    Committee, by distribution to the members of the Board of the
    minutes of a meeting, a unanimous written consent or other
    relevant documents.  D. Authority
    and Responsibilities Delegated to the Committee
  1.
    The Committee shall assess the adequacy of this Charter and the
    procedures developed by the Committee to implement this Charter
    on at least an annual basis and shall submit any proposed
    amendments to this Charter that the Committee recommends be made
    to the Board for its approval.2.
    The Committee shall review and discuss with corporate management
    and the Corporations registered public accounting firm:  
    the unaudited quarterly financial results prior to the release
    of earnings
    and/or the
    quarterly financial statements prior to filing or distribution;
    the audited financial results for the year and the proposed
    footnotes to the financial statements prior to filing or
    distribution, including disclosures of related party
    transactions;
    other financial information to be included in the
    Corporations SEC filings, including in
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations section;
    the Report of Management on Internal Control Over
    Financial Reporting and the registered public accounting
    firms attestation of the Report prior to filing or
    distribution;
    all major accounting policy matters involved in the preparation
    of interim and annual financial reports and any deviations from
    prior practice; and
    the application of significant accounting and auditing policies,
    including new pronouncements, to the Corporations
    financial reports.  3.
    In consultation with corporate management, the
    Corporations registered public accounting firm and the
    internal auditors, the Committee shall review the
    Corporations accounting procedures, internal controls,
    financial reporting processes and disclosure controls and
    procedures, and shall take such action with respect to any of
    those matters as the Committee may determine to be necessary or
    appropriate. The Committee shall annually obtain and review a
    report from the Corporations registered public accounting
    firm, which shall be delivered prior to and within 90 days
    of the filing of the audit report with the SEC, which sets forth:  
    all critical accounting policies and practices used by the
    Corporation,
    all alternative accounting treatments of financial information
    within GAAP related to material items that have been discussed
    with management, including the ramifications of the use of such
    alternative treatments and disclosures and the treatment
    preferred by the accounting firm, and
    other material written communications between the
    Corporations registered public accounting firm and
    management.  Amended and Restated Audit Committee Charter  
    Effective as of October 29, 2010
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4.
    The Committee shall oversee the work of the Corporations
    registered public accounting firm and evaluate their performance
    at least annually and shall receive and review:  
    a report by the Corporations registered public accounting
    firm describing the firms internal quality-control
    procedures and any material issues raised by the most recent
    internal quality-control review, or peer review, of the
    registered public accounting firm, or by any inquiry or
    investigation by governmental or professional authorities,
    within the preceding five years, respecting one or more
    independent audits carried out by the firm, and any steps taken
    to deal with any such issues; and
    any other required reports from the registered public accounting
    firm.  5.
    At least annually, the Committee shall consider the independence
    of the registered public accounting firm, including whether the
    provision by the firm of permitted non-audit services is
    compatible with independence, and obtain and review a report
    from, and discuss with, the registered public accounting firm
    describing all relationships between the auditor and the
    Corporation.6.
    The Committee shall pre-approve, to the extent required by
    applicable law, all audit engagements and any permitted
    non-audit engagements and the related fees and terms with the
    Corporations registered public accounting firm. The
    Committee may establish policies and procedures for the
    engagement of the Corporations registered public
    accounting firm to provide permitted non-audit services. The
    Committee shall review with management and the registered public
    accounting firm, at a time when the annual audit plan is being
    developed, the plans timing, scope, staffing, locations,
    foreseeable issues, priorities and procedures, and the
    engagement team.7.
    The Committee shall review with the Corporations
    registered public accounting firm, on completion of the annual
    audit, their experience, any restrictions on their work,
    cooperation received, significant disagreements with corporate
    management, their findings and their recommendations. The
    Committee shall oversee the resolution of any disagreements
    between corporate management and the registered public
    accounting firm. The Committee shall discuss with the registered
    public accounting firm those matters required to be communicated
    to audit committees by the registered public accounting firm in
    accordance with law and with professional standards applicable
    to the registered public accounting firm.8.
    The Committee shall recommend to the Board, based on the reviews
    performed by the Committee, whether the annual financial
    statements should be included in the Annual Report on
    Form 10-K.9.
    The Committee shall oversee the Corporations internal
    auditing program, shall receive regular reports from the
    Corporations internal auditors regarding the results of
    their procedures and shall receive corporate managements
    response and
    follow-up to
    those reports. The Committee shall evaluate the
    Corporations internal auditors, including any outside
    parties retained by the Corporation to provide internal audit
    services.10.
    The Committee shall review the Corporations policies with
    respect to risk assessment and risk management, and review
    contingent liabilities and risks that may be material to the
    Corporation and major legislative and regulatory developments
    which could materially impact the Corporations contingent
    liabilities and risks.11.
    The Committee shall review and monitor any programs or
    procedures that the Corporation has instituted to correct any
    control deficiencies noted by the Corporations registered
    public accounting firm or the internal auditors in their reviews.12.
    The Committee shall oversee and confirm the rotation, in
    accordance with applicable law, of the lead audit partner of the
    Corporations registered public accounting firm.  Amended and Restated Audit Committee Charter  
    Effective as of October 29, 2010
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13.
    The Committee shall establish policies with respect to hiring by
    the Corporation of current or former employees of the
    Corporations registered public accounting firm.14.
    The Committee shall administer the Corporations Code of
    Business Conduct in accordance with its terms, shall construe
    all terms, provisions, conditions and limitations of the Code
    and shall make factual determinations required for the
    administration of the Code and, in connection with such
    administration shall:  
    establish procedures for (a) the receipt, retention and
    treatment of complaints received by the Corporation regarding
    accounting, internal accounting controls, or auditing matters
    and (b) the confidential, anonymous submission by employees
    of the Corporation of concerns regarding questionable accounting
    or auditing matters; and
    review with management proposed related party transactions (as
    such term is used in Item 404 of SEC
    Regulation S-K)
    and approve any such transactions the Committee determines to be
    appropriate for the Corporation to enter into.    15.
    The Committee shall annually prepare a report to stockholders as
    required to be included in the Corporations annual proxy
    statement filed with the Securities and Exchange Commission.        Amended and Restated Audit Committee Charter  
    Effective as of October 29, 2010
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