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Exhibit 99.1 WebMD Corporation Amended and Restated Audit Committee Charter As Adopted on February 27, 2004 A.  Purpose and Role  1.
    
    General. The Audit Committee (the Committee) has been
established by the Board of Directors (the Board) of WebMD
Corporation (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; with such oversight responsibilities being delegated by the Board
to the Committee to the full extent contemplated by the
requirements applicable to audit committees of companies listed for
quotation on the NASDAQ NMS under applicable law and under the
listing standards of The NASDAQ Stock Market.  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
independent auditors are 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 independent
auditors work.3.
    
    Reporting Relationships; Retention Authority. The
Corporations independent auditors shall report directly to the
Committee and the Committee shall have the sole authority to appoint
and terminate such independent auditors 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




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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
law, for members of audit committees of companies listed for
quotation on the NASDAQ NMS;
    
    all applicable independence requirements of The
NASDAQ Stock Market for members of audit committees of
companies listed for quotation on the NASDAQ NMS; 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.  In addition, the following additional requirements (together with
the Independence Requirements, the Qualification Requirements)
shall also apply:  
    
    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
NMS;
    
    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 NMS;
    
    each member of the Committee must not have
participated in the preparation of the financial statements of
the Corporation (or any Amended and Restated
Audit Committee Charter 
As Adopted on February 27, 2004  Page 2




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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.  In the event that the Board determines that a member ceases to meet
the Qualification Requirements applicable to individual members,
the Board shall consider the removal and replacement of such
member; provided, however, that the Board may, if necessary or
appropriate in its judgment, appoint or retain Committee members in
reliance on any available exceptions to any of the Qualification
Requirements for the time period such exceptions are available. A
failure by one or more Committee members to meet any of the
Qualification Requirements (or of there to be an audit committee
financial expert or a Committee member meeting other
qualifications required one or more Committee members) shall not
invalidate decisions made, or actions taken, by the Committee.3.
    
    Chair. A Chair of the Committee may be appointed by the
Board or the 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 Amended and Restated Audit Committee Charter 
As Adopted on February 27, 2004  Page 3




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members shall meet regularly with appropriate representatives of
the Corporations independent auditors without any members of
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 with corporate management and the
independent auditors:  
    
    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;
    
    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 independent
auditors, 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 Amended and Restated Audit Committee Charter 
As Adopted on February 27, 2004   Page 4




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the independent auditors, 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
accounting firm and management.  4.
    
    The Committee shall oversee the work of the independent
auditors and evaluate their performance at least annually and shall
receive and review:  
    
    a report by the independent auditor describing
the independent auditors internal quality-control procedures
and any material issues raised by the most recent internal
quality-control review, or peer review, of the independent
auditing 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 independent
auditor.  5.
    
    At least annually, the Committee shall consider the
independence of the independent auditor, including whether the
provision by the independent auditor of permitted non-audit services
is compatible with independence, and obtain and review a report
from, and discuss with, the independent auditor 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 independent
auditors. The Committee may establish policies and procedures for
the engagement of the independent auditor to provide permitted
non-audit services. The Committee shall review with management and
the independent auditors, 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 independent auditors, 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 independent auditors. The Committee
shall discuss with the independent Amended and Restated Audit Committee Charter 
As Adopted on February 27, 2004   Page 5




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auditors those matters required to be communicated to audit
committees by the independent accountants in accordance with law
and with professional standards applicable to the independent
accountants.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 independent auditors 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
independent auditors.13.
    
    The Committee shall establish policies with respect to hiring
by the Corporation of current or former employees of its independent
auditors.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. Amended and Restated Audit Committee Charter 
As Adopted on February 27, 2004   Page 6




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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. The foregoing list is not intended to be exhaustive, and the Committee
shall, in addition, have such powers as may be necessary or appropriate in
furtherance of the objectives set forth in this Charter or as may, from time to
time, be delegated by the Board. The adoption of this Amended and Restated
Charter shall not be construed to reduce any power or authority previously
delegated to the Committee by the Board. The Committee shall have the power to delegate its authority to
subcommittees or individual members of the Committee as it deems appropriate,
to the full extent permitted under applicable law and applicable listing
standards of The NASDAQ Stock Market; provided, however, that any decision made
pursuant to the foregoing delegation of authority with respect to the Committee
authority under Paragraph 6 of this Section D shall be presented to the
Committee at its next regularly-scheduled meeting. In addition, the Committee
shall have the power to delegate its authority to other members of the Board
who meet the Independence Requirements as it deems appropriate, to the full
extent permitted by applicable law and the listing standards of The NASDAQ
Stock Market applicable to the Corporation; provided, however, that in no event
may it delegate its authority to such other members of the Board under
Paragraphs 1 through 8 or Paragraph 15 of this Section D. The Committee shall
have the power to delegate its authority under Paragraph 14 of this Section D
with respect to administration of the Corporations Code of Business Conduct to
the General Counsel of the Corporation, except with respect to the authority to
amend the Code and to grant waivers to Corporations directors, executive
officers and senior financial officers. The Committee shall have the power to conduct or authorize investigations
into any matters within the scope of its responsibilities. The Committee shall
have the power to retain consultants, accountants and other outside advisors to
advise and assist it in any manner it deems appropriate. The Committee may
also retain outside legal counsel, as it deems appropriate. The Committee
shall have the sole authority to retain and terminate such consultants,
accountants, advisors and counsel and to review and approve their fees and
other retention terms and shall have the authority to cause the payment of such
fees by the Corporation. Amended and Restated Audit Committee Charter 
As Adopted on February 27, 2004   Page 7