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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-K/A

Amendment No. 1 to


|   |  |                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------
|þ  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934    
|  
|   |  | For the fiscal year ended December 31,
    2002                                                 
|  
|or
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|  
|   |  | For the transition period
    from           to                                                 

Commission file number: 0-24975



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WebMD Corporation

(Exact name of registrant as specified in its
charter)


|                                                                                                  |  |                                     
|------------------------------------------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                                                          |  | 94-3236644                          
|(State of incorporation)                                                                          |  | (I.R.S. employer identification no.)
|                                                                                                 
|669 River Drive, Center 2
    Elmwood Park, New Jersey(Address of principal executive
    office) |  | 07407-1361(Zip code)                

(Registrants telephone number including
area code): (201) 703-3400

Securities registered pursuant to
Section 12(b) of the Act: None

Securities registered pursuant to
Section 12(g) of the Act:

Common Stock, par value $.0001 per
share

(Title of each class)


Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
(the Exchange Act) during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.    Yes þ         No o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference into Part III of this
Form 10-K or any amendment to this
Form 10-K.    þ

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Exchange
Act).    Yes þ         No o

As of June 28, 2002, the aggregate market
value of the registrants common stock held by
non-affiliates was approximately $1,533,835,956 (based on the
closing price of the common stock of $5.63 per share on that
date, as reported on the Nasdaq Stock Markets National
Market and, for purposes of this computation only, the
assumption that all of the registrants directors and
executive officers are affiliates). As of March 7, 2003,
there were 303,935,066 shares of common stock outstanding.



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TABLE OF CONTENTS



|           |                                                                                                         |  |  |  |  |  |  | 
|---------- | ------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III  
|           | Item 10. Directors and Executive Officers of the Registrant                                            
|           | Item 11. Executive Compensation                                                                        
|           | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|           | Item 13. Certain Relationships and Related Transactions                                                
|           | Item 14. Controls and Procedures                                                                       
|SIGNATURES



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PART III




Item 10.     Directors
and Executive Officers of the Registrant

The charts below list our directors and executive
officers and are followed by biographic information about them.

Directors

|                             |  |     |    |           |  |                                                                
|---------------------------- |  | --- | -- | --------- |  | ---------------------------------------------------------------
|Name                         |  | Age |    | Positions
|                             |  |     |    |          
|Martin J. Wygod(1)           |  |     | 63 |           |  | Chairman of the Board and Chief Executive Officer              
|Mark J. Adler, M.D.(2)(3)(4) |  |     | 46 |           |  | Director                                                       
|Paul A. Brooke(1)(2)         |  |     | 57 |           |  | Director                                                       
|Neil F. Dimick               |  |     | 53 |           |  | Director                                                       
|Roger C. Holstein            |  |     | 50 |           |  | Director and President                                         
|James V. Manning(1)(4)       |  |     | 56 |           |  | Director                                                       
|Herman Sarkowsky(3)          |  |     | 77 |           |  | Director                                                       
|Michael A. Singer            |  |     | 55 |           |  | Director and Chief Executive Officer, WebMD
    Medical Manager
|Joseph E. Smith(1)(2)(3)     |  |     | 64 |           |  | Director                                                       



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|    |                                     
|--- | ------------------------------------
|(1) | Member of the Executive Committee   
|   
|(2) | Member of the Audit Committee       
|   
|(3) | Member of the Compensation Committee
|   
|(4) | Member of the Nominating Committee  

Executive Officers

|                    |  |     |    |           |  |                                                                                          
|------------------- |  | --- | -- | --------- |  | -----------------------------------------------------------------------------------------
|Name                |  | Age |    | Positions
|                    |  |     |    |          
|Martin J. Wygod     |  |     | 63 |           |  | Chairman of the Board and Chief Executive Officer                                        
|Roger C. Holstein   |  |     | 50 |           |  | President                                                                                
|Thomas P. Apker     |  |     | 46 |           |  | Chief Executive Officer, WebMD Envoy                                                     
|Wayne P. Gattinella |  |     | 50 |           |  | President, WebMD Health                                                                  
|William G. Midgette |  |     | 47 |           |  | Chief Executive Officer, Porex                                                           
|Michael A. Singer   |  |     | 55 |           |  | Chief Executive Officer, WebMD Medical Manager                                           
|K. Robert Draughon  |  |     | 43 |           |  | Executive Vice President, Business Development                                           
|Kirk G. Layman      |  |     | 44 |           |  | Executive Vice President, Administration                                                 
|Charles A. Mele     |  |     | 46 |           |  | Executive Vice President, General Counsel and
    Secretary                              
|Anthony Vuolo       |  |     | 45 |           |  | Executive Vice President and Chief Financial
    Officer                                 
|Steven Zatz, M.D.   |  |     | 46 |           |  | Executive Vice President, Professional
    Information Services and Chief Medical Officer

Martin J. Wygodhas
served as Chairman of the Board of Directors of WebMD since
March 2001, as our Chief Executive Officer since October 2000
and as a director since September 2000. From September 2000
until October 2000, Mr. Wygod served as Co-Chief Executive
Officer of WebMD. From May 1989

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until its merger with WebMD in September 2000,
Mr. Wygod was Chairman of the Board and a director of
Medical Manager Corporation and its predecessor, Synetic, Inc.
For part of that time, he was also Chief Executive Officer of
Medical Manager. He also served as Chairman of the Board of
CareInsite, Inc. from 1999 until its acquisition by WebMD in
September 2000. He is also engaged in the business of racing,
boarding and breeding thoroughbred horses, and is President of
River Edge Farm, Inc.


Roger C. Holsteinhas served as President of WebMD since
October 2002 and as a director since December 2002. He served as
Chief Executive Officer, WebMD Health from June 2001 to October
2002 and as a member of the Office of the President of WebMD
from September 2001 until October 2002. He served as Executive
Vice President, Marketing and Strategic Planning of WebMD from
October 2000 until June 2001. Mr. Holstein served as
Executive Vice President  Sales & Marketing
and a director of CareInsite from March 1999 until the
acquisition of CareInsite by WebMD in September 2000.
Mr. Holstein was Executive Vice President 
Marketing and Sales of Medical Manager from 1997 to July 1999.
He was a Special Consultant to Merck-Medco Managed
Care, L.L.C., a pharmacy benefits manager, from 1996 to
1998.

Mark J. Adler, M.D.,has served as a director of WebMD
since September 2000. He served as a director of CareInsite from
1999 until its acquisition by WebMD in September 2000.
Dr. Adler is an oncologist and has been medical director of
the San Diego Cancer Center since he founded it in 1991 and is a
director of the San Diego Cancer Research Institute. He is also
President and Chief Executive Officer of the internal medicine
and oncology group of Medical Group of North County, which is
based in San Diego, California.

Thomas P. Apkerhas
served as Chief Executive Officer of WebMD Envoy since May 2002.
He served as Chief Operating Officer of WebMD from December 2000
to May 2002. He also served as a member of WebMDs Office
of the President from September 2001 to October 2002. From March
1990 until January 1999, Mr. Apker was Senior Vice
President of Operations at Merck-Medco and its predecessors.

Paul A. Brookehas
served as a director of WebMD since November 2000.
Mr. Brooke has been the managing member of PMSV
Holdings LLC, a private investment firm, since 1993 and a
venture partner of MPM Bioventures, a venture capital firm
specializing in the healthcare industry, since 1997.
Mr. Brooke has also been an advisory director to each of
Morgan Stanley and Skyline Partners since April 2000. From 1983
until April 1999, Mr. Brooke was a Managing Director and
the Global Head of Healthcare Research and Strategy at Morgan
Stanley. From April 1999 until May 2000, he was a Managing
Director at Tiger Management LLC.

Neil F. Dimickhas
served as a director of WebMD since December 2002. Mr. Dimick
served as Executive Vice President and Chief Financial Officer
of AmerisourceBergen Corporation, a wholesale distributor of
pharmaceuticals, from 2001 to 2002 and as Senior Executive Vice
President and Chief Financial Officer and a director of Bergen
Brunswig Corporation, a wholesale distributor of
pharmaceuticals, for more than five years prior to its merger in
2001 with AmeriSource Health Corporation to form
AmerisourceBergen. He also serves as a member of the Board of
Directors of Alliance Imaging Inc., a provider of outsourced
diagnostic imaging services to hospitals and other health care
companies.

K. Robert Draughonhas served as WebMDs Executive
Vice President, Business Development since November 1999. From
February 1998 until November 1999, he served as Chief Financial
Officer of WebMD, Inc. From January 1988 to February 1998, he
served as Chief Investment Officer for Fuqua Capital
Corporation, a private investment firm based in Atlanta, Georgia.

Wayne P. Gattinellahas served as President, WebMD Health
since August 2001. Previously, Mr. Gattinella was Executive
Vice President and Chief Marketing Officer for PeoplePC, an
Internet service provider, from April 2000 to August 2001. From
February 1998 to March 2000, Mr. Gattinella was President
of North America for MemberWorks, Inc., a marketing services
company. From January 1992 to February 1998, Mr. Gattinella
was Executive Vice President of Marketing for Merck-Medco and
its predecessors.

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Kirk G. Laymanhas
served as Executive Vice President, Administration of WebMD
since April 2002. From September 2000 to April 2002,
Mr. Layman served as Senior Vice President, Finance of
WebMD. Mr. Layman served as Senior Vice
President  Finance and Chief Accounting Officer of
Medical Manager and its predecessor, Synetic, from March 1999
until its merger with WebMD in September 2000 and served as Vice
President  Financial Analysis of Synetic from May
1997 to March 1999. Prior to joining Synetic, Mr. Layman
was with the accounting firm of Arthur Andersen, where he was a
partner since 1995.

James V. Manninghas
served as a director of WebMD since September 2000. He served as
a director of CareInsite from 1999 until its acquisition by
WebMD in September 2000. Mr. Manning was a member of the
Board of Medical Manager and its predecessor, Synetic, from 1989
until its merger with WebMD in September 2000, was Vice Chairman
of the Board from March 1998 to July 1999, was its Chief
Executive Officer from January 1995 to March 1998, was its
President from July 1996 to March 1998 and, until March 1998,
was an executive officer for more than five years. Until
December 1994, Mr. Manning had been an executive officer of
Merck-Medco and its predecessors for more than five years.
Mr. Manning is also Chairman of the Board of Group 1
Software, Inc., a computer software company.

Charles A. Melehas
served as Executive Vice President, General Counsel and
Secretary of WebMD since January 2001. He served as Executive
Vice President and Co-General Counsel of WebMD from September
2000 until January 2001. He served as a director of CareInsite
from 1998 until its acquisition by WebMD in September 2000.
Mr. Mele was Executive Vice President  General
Counsel of Medical Manager and its predecessor, Synetic, from
March 1998 until its merger with WebMD in September 2000 and was
Vice President  General Counsel of Synetic from July
1995 to March 1998. Mr. Mele is also a director of
Group 1 Software, Inc.

William G. Midgettehas served as Chief Executive Officer,
Porex since August 2002. For more than five years prior to that,
Mr. Midgette served in senior management positions at C.R.
Bard, Inc., a healthcare products company, most recently as
President, Bard International.

Herman Sarkowskyhas
served as a director of WebMD since November 2000.
Mr. Sarkowsky has been President of Sarkowsky Investment
Corporation, a private investment company, for more than five
years. Mr. Sarkowsky also served as a director of Medical
Manager and its predecessor, Synetic, from 1989 until September
2000.

Michael A. Singerhas served as Chief Executive Officer,
WebMD Medical Manager and as a director of WebMD since September
2000. He also served as a Member of the Office of the President
from September 2001 to October 2002. Mr. Singer served as a
director of CareInsite from 1999 until its acquisition by WebMD
in September 2000. Mr. Singer was Vice Chairman and
Co-Chief Executive Officer of Medical Manager from July 1999
until its merger with WebMD in September 2000. Mr. Singer
was Chairman of the Board and Chief Executive Officer of Medical
Manager Health Systems, Inc., then known as Medical Manager
Corporation, and its predecessors for more than five years prior
to July 1999.

Joseph E. Smithhas
served as a director of WebMD since September 2000.
Mr. Smith was a director of CareInsite from 1999 until
September 2000. Mr. Smith served in various positions with
Warner-Lambert Company, a pharmaceutical company, from March
1989 to September 1997, most recently as Corporate Vice
President and a member of the Office of the Chairman and the
firms Management Committee. Mr. Smith also serves on
the Board of Trustees of the International Longevity Center, a
non-profit organization.

Anthony Vuolohas
served as Executive Vice President and Chief Financial Officer
of WebMD since September 2000. Mr. Vuolo was Senior Vice
President  Business Development and Treasurer of
Medical Manager from March 1999 until its merger with WebMD in
September 2000 and was Executive Vice President 
Finance and Administration and Chief Financial Officer of
Medical Manager and its predecessor, Synetic, from March 1998
until March 1999 and held senior management positions at Synetic
for more than five years prior to March 1998.

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Steven Zatz, M.D.has served as Executive Vice
President, Professional Information Services since January 2002
and as Chief Medical Officer since September 2001. Dr. Zatz
served as Executive Vice President, Internet Portals and
Applications Services of WebMD from October 2000 to January
2002. Dr. Zatz was a Senior Vice President, Medical
Director of CareInsite from June 1999 until the acquisition of
CareInsite by WebMD. Prior to joining CareInsite, Dr. Zatz
was senior vice president of RR Donnelley Financial in charge of
its healthcare business from October 1998 to May 1999. From
August 1995 to May 1998, Dr. Zatz was the president of
Physicians Online, an online portal for physicians.

The terms of Messrs. Brooke, Manning and
Wygod will expire at our Annual Meeting of Stockholders in 2003,
the terms of Dr. Adler and Messrs. Sarkowsky and
Singer will expire at our Annual Meeting in 2004, and the terms
of Messrs. Dimick, Holstein and Smith will expire at our
Annual Meeting in 2005.

No family relationship exists among any of our
directors or executive officers. No arrangement or understanding
exists between any director or executive officer and any other
person pursuant to which any director was selected as a director
or executive officer of WebMD, except that Messrs. Manning,
Singer, Smith and Wygod and Dr. Adler were originally
appointed as directors in connection with the merger
transactions in September 2000 involving WebMD, Medical Manager
and CareInsite.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the Securities Exchange Act
of 1934, as amended, requires our executive officers and
directors, and persons who own more than ten percent of a
registered class of our equity securities, to file reports of
ownership and changes in ownership of these securities with the
SEC on Forms 3, 4 and 5. Officers, directors and greater
than ten percent beneficial owners are required by applicable
regulations to furnish us with copies of all Section 16(a)
forms they file. Based solely upon a review of the Forms 3,
4 and 5 furnished to us during or with respect to 2002, all of
our directors and officers subject to the reporting requirements
and each beneficial owner of more than ten percent of our common
stock satisfied all applicable filing requirements.

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Item 11.     Executive
Compensation

Executive Compensation

The following table sets forth information
concerning the compensation earned for services rendered to
WebMD by the named executive officers. The named
executive officers are our chief executive officer and our four
other most highly compensated executive officers who earned more
than $100,000 in 2002. In accordance with the rules of the SEC,
this table does not include certain perquisites and other
benefits received by the named executive officers, which do not
exceed the lesser of $50,000 or 10% of any officers salary
and bonus disclosed in this table.

Summary Compensation Table

|                            |                               |      |      |                     |  |            |           |              |     |              |         |         |  |  |           |           |     |  |   |   | 
|--------------------------- | ----------------------------- | ---- | ---- | ------------------- |  | ---------- | --------- | ------------ | --- | ------------ | ------- | ------- |  |  | --------- | --------- | --- |  | - | - | 
|                            |                               |      |      |                     |  |            |           | Long-Term    |     |             
|                            |                               |      |      |                     |  |            |           | Compensation |     |             
|                            |                               |      |      |                     |  |            |           |              |     |             
|                            |                               |      |      |                     |  |            |           | Awards       |     |             
|                            |                               |      |      |                     |  |            |           |             
|                            |                               |      |      | Annual Compensation |  | Securities |           |             
|                            |                               |      |      |                     |  | Underlying |           | All Other   
|Name and Principal Position |                               | Year |      | Salary($)           |  | Bonus($)   |           | Options(#)   |     | Compensation
|                            |                               |      |      |                     |  |            |           |              |     |             
|Martin J. Wygod             |                               |      | 2002 |                     |  | $          | 1,400,000 |              |     | $            | 475,000 |         |  |  |          |           |     |  |  |  
|                            | Chairman of the Board of      |      |      | 2001                |  |            |           | 350,750      | (1) |              |         |        |  |  |           | 1,395,000 |     |  |   |  | 
|                            | Directors and Chief           |      |      | 2000                |  |            |           | 300          | (2) |              |         |        |  |  |           |          | (3) |  |   |  | 
|                            | Executive Officer             |      |      |                     |  |            |           |              |     |              |         |         |  |  |           |           |     |  |   |   | 
|                           
|Roger C. Holstein           |                               |      | 2002 |                     |  |            | 480,000   |              |     |              | 450,000 |         |  |  | 1,000,000 |           |     |  |  |  
|                            | President                     |      |      | 2001                |  |            |           | 450,000      |     |              |         | 175,000 |  |  |           | 500,000   |     |  |   |  | 
|                            |                               |      |      | 2000                |  |            |           | 121,250      | (2) |              |         |        |  |  |           |          | (4) |  |   |  | 
|                           
|Charles A. Mele             |                               |      | 2002 |                     |  |            | 450,000   |              |     |              | 350,000 |         |  |  |          |           |     |  |  |  
|                            | Executive Vice President,     |      |      | 2001                |  |            |           | 450,000      |     |              |         | 100,000 |  |  |           | 500,000   |     |  |   |  | 
|                            | General Counsel and Secretary |      |      | 2000                |  |            |           | 135,000      | (2) |              |         |        |  |  |           |          | (5) |  |   |  | 
|                           
|Michael A. Singer           |                               |      | 2002 |                     |  |            | 450,000   |              |     |              | 170,000 |         |  |  |          |           |     |  |  |  
|                            | Chief Executive Officer,      |      |      | 2001                |  |            |           | 450,000      |     |              |         | 100,000 |  |  |           | 500,000   |     |  |   |  | 
|                            | WebMD Medical Manager         |      |      | 2000                |  |            |           | 135,000      | (2) |              |         |        |  |  |           |          | (6) |  |   |  | 
|                           
|Anthony Vuolo               |                               |      | 2002 |                     |  |            | 450,000   |              |     |              | 200,000 |         |  |  |          |           |     |  |  |  
|                            | Executive Vice President      |      |      | 2001                |  |            |           | 450,000      |     |              |         | 100,000 |  |  |           | 500,000   |     |  |   |  | 
|                            | and Chief Financial Officer   |      |      | 2000                |  |            |           | 135,000      | (2) |              |         |        |  |  |           |          | (7) |  |   |  | 



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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Mr. Wygods annual salary was increased
    to $1.4 million per year, effective as of October 1,
    2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(2) | Messrs. Wygod, Holstein, Mele, Singer and
    Vuolo were not employed by us prior to our mergers with Medical
    Manager and CareInsite on September 12, 2000. As a result,
    only compensation that we paid to those executive officers
    beginning on that date is reflected in this table.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(3) | Does not include options to purchase shares of
    Medical Manager or CareInsite common stock that we assumed in
    our mergers with Medical Manager and CareInsite and that were
    converted in those mergers into options to purchase
    3,000,000 shares of our common stock at an exercise price
    of $12.75 per share, 25,000 shares of our common stock at
    an exercise price of $10.00 per share, 25,000 shares of our
    common stock at an exercise price of $14.80 per share,
    25,000 shares of our common stock at an exercise price of
    $15.50 per share, 25,000 shares of our common stock at an
    exercise price of $22.90 per share and 585,000 shares of
    our common stock at an exercise price of $13.8462 per share.
|   
|(4) | Does not include options to purchase shares of
    Medical Manager or CareInsite common stock that we assumed in
    our mergers with Medical Manager and CareInsite and that were
    converted in those mergers into options to purchase
    20,000 shares of our common stock at an exercise price of
    $5.20 per share, 625,000 shares of our common stock at an
    exercise price of $12.90 per share, 625,000 shares of our
    common stock at an exercise price of $13.95 per share,
    234,000 shares of our common stock at an exercise price of
    $13.8462 per share and 750,000 shares of our common stock
    at an exercise price of $11.55 per share.                                                                                 

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | Does not include options to purchase shares of
    Medical Manager or CareInsite common stock that we assumed in
    our mergers with Medical Manager and CareInsite and that were
    converted in those mergers into options to purchase
    75,000 shares of our common stock at an exercise price of
    $5.80 per share, 487,500 shares of our common stock at an
    exercise price of $12.90 per share, 212,500 shares of our
    common stock at an exercise price of $14.75 per share,
    208,000 shares of our common stock at an exercise price of
    $13.8462 per share, 187,500 shares of our common stock at
    an exercise price of $18.20 per share, 97,500 shares of our
    common stock at an exercise price of $34.2308 per share,
    625,000 shares of our common stock at an exercise price of
    $11.55 per share and 200,000 shares of our common stock at
    an exercise price of $12.75 per share.                                                                                                                                                                    
|   
|(6) | Does not include options to purchase shares of
    Medical Manager or CareInsite common stock that we assumed in
    our mergers with Medical Manager and CareInsite and that were
    converted in those mergers into options to purchase
    1,625,000 shares of our common stock at an exercise price
    of $28.55 per share and 1,125,000 shares of our common
    stock at an exercise price of $11.55 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(7) | Does not include options to purchase shares of
    Medical Manager or CareInsite common stock that we assumed in
    our mergers with Medical Manager and CareInsite and that were
    converted in those mergers into options to purchase
    100,000 shares of our common stock at an exercise price of
    $4.60 per share, 312,500 shares of our common stock at an
    exercise price of $4.00 per share, 77,500 shares of our
    common stock at an exercise price of $12.90 per share,
    125,000 shares of our common stock at an exercise price of
    $13.95 per share, 125,000 shares of our common stock at an
    exercise price of $14.75 per share, 97,500 shares of our
    common stock at an exercise price of $13.8462 per share,
    187,500 shares of our common stock at an exercise price of
    $18.20 per share, 97,500 shares of our common stock at an
    exercise price of $34.2308 per share, 625,000 shares of our
    common stock at an exercise price of $11.55 per share and
    200,000 shares of our common stock at an exercise price of
    $12.75 per share.



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The following table presents information
concerning the options to purchase our common stock granted
during the fiscal year ended December 31, 2002 to our named
executive officers.

Option Grants in Fiscal 2002

|                  |  |            |           |               |  |            |      |            |  |               |      |  |  |  |          |  |  |   |           |    
|----------------- |  | ---------- | --------- | ------------- |  | ---------- | ---- | ---------- |  | ------------- | ---- |  |  |  | -------- |  |  | - | --------- | ---
|                  |  | Number of  |           | Percent of    |  |            |      |            |  |              
|                  |  | Securities |           | Total Options |  | Exercise   |      |            |  |              
|                  |  | Underlying |           | Granted       |  | or         |      |            |  |              
|                  |  | Options    |           | to Employees  |  | Base Price |      | Expiration |  | Grant Date   
|Name              |  | Granted    |           | in 2002       |  | Per Share  |      | Date       |  | Present Value
|                  |  |            |           |               |  |            |      |            |  |              
|Martin J. Wygod   |  |            |          |               |  |            |     |            |  |               |     |  |  |  |         |  |  |   |          |    
|Roger C. Holstein |  |            | 1,000,000 | (1)           |  |            | 21.2 | %(2)       |  | $             | 5.71 |  |  |  | 10/23/12 |  |  | $ | 4,204,740 | (3)
|Charles A. Mele   |  |            |          |               |  |            |     |            |  |               |     |  |  |  |         |  |  |   |          |    
|Michael A. Singer |  |            |          |               |  |            |     |            |  |               |     |  |  |  |         |  |  |   |          |    
|Anthony Vuolo     |  |            |          |               |  |            |     |            |  |               |     |  |  |  |         |  |  |   |          |    



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | These options vest and become exercisable with
    respect to 20% of the shares on the first, second, third, fourth
    and fifth anniversaries of the date of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(2) | Based upon the total number of options that we
    granted to our employees during 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(3) | The estimated grant date present value reflected
    in the above table is determined using the Black-Scholes model.
    The material assumptions and adjustments incorporated in the
    Black-Scholes model in estimating the value of the options
    reflected in the above table include the following: (a) the
    option exercise price, (b) the exercise of options within
    three years of the date that they become exercisable, (c) a
    risk-free interest rate of 1.85% per annum and
    (d) volatility of 0.9. The ultimate values of the options
    will depend on the future market price of our common stock,
    which cannot be forecast with reasonable accuracy. The actual
    value, if any, an optionee will realize upon exercise of an
    option will depend on the excess of the market value of our
    common stock over the exercise price on the date

6



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| |                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the option is exercised. We cannot assure you
    that the value realized by an optionee will be at or near the
    value estimated by the Black-Scholes model or any other model
    applied to value the options.



---

The following table sets forth information with
respect to the named executive officers concerning exercisable
and unexercisable options held as of December 31, 2002. The
values of in-the-money options are based on the year-end closing
price of our common stock as of December 31, 2002 of $8.55
and are net of the option exercise price.

Aggregated Option Exercises in Last Fiscal
Year and Fiscal Year-End Option Values

|                  |  |             |         |             |  |                        |         |                         |  |               |           |     |  |  |           |  |  |   |           |  |  |   |           | 
|----------------- |  | ----------- | ------- | ----------- |  | ---------------------- | ------- | ----------------------- |  | ------------- | --------- | --- |  |  | --------- |  |  | - | --------- |  |  | - | --------- | 
|                  |  |             |         |             |  |                        |         |                         |  |              
|                  |  |             |         |             |  |                        |         | Value of Unexercised   
|                  |  |             |         |             |  | Number of              |         | In-the-Money Options at
|                  |  |             |         |             |  | Securities Underlying  |         | December 31, 2002      
|                  |  |             |         |             |  | Unexercised Options at |         |                        
|                  |  | Shares      |         |             |  | December 31, 2002      |         |                        
|                  |  | Acquired on |         | Value       |  |                        |         | Exercisable             |  | Unexercisable
|Name              |  | Exercise(#) |         | Realized($) |  | Exercisable            |         | Unexercisable           |  | ($)           |           | ($)
|                  |  |             |         |             |  |                        |         |                         |  |               |           |    
|Martin J. Wygod   |  |             | 51,000  |             |  | $                      | 258,570 |                         |  |               | 2,614,999 |     |  |  | 2,414,001 |  |  | $ | 2,119,675 |  |  | $ | 4,761,605 | 
|Roger C. Holstein |  |             |        |             |  |                        |        |                         |  |               | 1,932,066 |     |  |  | 1,801,934 |  |  |   | 853,330   |  |  |   | 4,546,670 | 
|Charles A. Mele   |  |             |        |             |  |                        |        |                         |  |               | 1,647,133 |     |  |  | 870,867   |  |  |   | 853,330   |  |  |   | 1,706,670 | 
|Michael A. Singer |  |             |        |             |  |                        |        |                         |  |               | 2,354,166 |     |  |  | 895,834   |  |  |   | 853,330   |  |  |   | 1,706,670 | 
|Anthony Vuolo     |  |             | 100,000 |             |  |                        | 337,000 |                         |  |               | 1,420,833 |     |  |  | 926,667   |  |  |   | 2,275,205 |  |  |   | 1,706,670 | 

Compensation of Non-Employee
Directors

Our non-employee directors each receive an annual
retainer of $25,000. Members of the Audit Committee receive an
additional annual retainer of $15,000. Directors do not receive
per meeting fees, but they are entitled to reimbursement for all
reasonable out-of-pocket expenses incurred in connection with
their attendance at Board and Board committee meetings.

All non-employee directors are eligible to
receive stock options under our 2000 Long-Term Incentive Plan
and our 1996 Stock Plan, and outside directors receive stock
options pursuant to automatic grants of stock options under our
2000 Long-Term Incentive Plan annually on January 1. In
January 2002, Messrs. Brooke, Doerr, Manning, Sarkowsky and
Smith and Dr. Adler each received an automatic annual grant
of options to purchase 20,000 shares of WebMD common stock,
with an exercise price equal to $7.06 per share. In November
2002, Messrs. Brooke, Manning, Sarkowsky and Smith and
Dr. Adler each received an additional grant of options to
purchase 20,000 shares of WebMD common stock, with an
exercise price equal to $6.99 per share. In December 2002, upon
his appointment to the Board, Mr. Dimick received a grant
of options to purchase 20,000 shares of WebMD common stock,
with an exercise price equal to $8.84 per share. Options granted
to Mr. Doerr in 2002 were cancelled when he did not seek
reelection to our Board of Directors on October 24, 2002.

Compensation Arrangements with Executive
Officers



| |                                      
| | -------------------------------------
| | Arrangements with Martin J.
    Wygod

In October 2001, we entered into a five-year
employment agreement with Martin J. Wygod. The employment
agreement provides that Mr. Wygod will be Chairman and
Chief Executive Officer of WebMD. Mr. Wygod may elect to
serve solely as Chairman of the Board and to perform duties
commensurate with that position, in which case his resignation
as Chief Executive Officer shall not terminate his employment
agreement or result in any change in his compensation or the
other terms of his employment. Mr. Wygod currently receives
an annual base salary of $1,400,000.

In the event of termination of
Mr. Wygods employment by us without cause
or by Mr. Wygod for good reason, as those terms
are defined in his employment agreement, Mr. Wygod would
become a consultant for us and would be entitled to receive a
consulting fee equal to his salary and continuation of benefits
for two years or, if longer, the expiration of the term of the
employment period. In addition, all options, or other forms of
equity compensation, granted to Mr. Wygod which have not
vested prior to the

7



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date of termination would be vested as of the
date of termination and, assuming there has not been a
change in control (as defined in the employment
agreement), would continue to be exercisable as long as he
remains a consultant (or longer if the plan or agreement
expressly provided). In the event that Mr. Wygods
employment is terminated due to death or disability, he would
receive the same benefits as described above.


The employment agreement provides that, in the
event of a change in control (as defined in the
employment agreement, which definition includes certain business
combination transactions) of WebMD, all outstanding options and
other forms of equity compensation would become immediately
vested on the date of the change in control and, if following
the change in control, Mr. Wygods employment
terminates for any reason other than cause, they will continue
to be exercisable until the tenth anniversary of the applicable
date of grant. A change in control is also an event that
constitutes good reason for purposes of a
termination by Mr. Wygod.

The employment agreement contains confidentiality
obligations that survive indefinitely and non-solicitation and
non-competition obligations that continue until the second
anniversary of the date his employment has ceased.

The employment agreement contains a tax gross-up
provision relating to any excise tax that Mr. Wygod incurs
by reason of his receipt of any payment that constitutes an
excess parachute payment as defined in Section 280G of the
Internal Revenue Code.



| |                                        
| | ---------------------------------------
| | Arrangements with Roger C.
    Holstein

We are party to an employment agreement, dated
October 23, 2002, with Roger C. Holstein, our President,
which provides for an employment period through
December 31, 2007. Mr. Holstein currently receives an
annual base salary of $600,000. Mr. Holstein is entitled to
a bonus of $450,000 for the year ended December 31, 2002,
and beginning in 2003, and continuing each year for the duration
of his employment, Mr. Holstein is eligible to receive a
bonus of up to 100% of his base salary in the event that the
Company attains certain specified performance goals.

In the event of the termination of
Mr. Holsteins employment by us without
cause or by Mr. Holstein for good reason,
as those terms are defined in Mr. Holsteins
employment agreement, he would be entitled to: (a) the
greater of (i) a two year continuation of his base salary
in effect immediately prior to the effectiveness of the
employment agreement ($450,000 per year) or (ii) a
continuation of his base salary in effect at the time of
termination for six months for each six month period from the
effectiveness of the employment agreement (in no event will such
salary continuation continue for longer than three years); and
(b) continued participation in our benefit plans (or
comparable plans) for the duration of the severance period. In
addition, all options granted to Mr. Holstein shall remain
outstanding and continue to vest, and shall otherwise be treated
as if Mr. Holstein remained employed by the Company,
through the second anniversary of the termination date.

Mr. Holstein may terminate his employment
upon 30 days notice at any time after 11 months
following a Change in Control (as defined in the employment
agreement) and, if this occurs: (a) Mr. Holstein would
be entitled receive the greater of (i) the salary
continuance he would be entitled to if his employment were
terminated without cause or for good
reason or (ii) a continuation of his base salary
through October 23, 2007; (b) his participation in our
benefit plans (or comparable plans) would continue for the
duration of the severance period; and (c) all options
granted to Mr. Holstein which have not vested prior to the
date of termination would be vested as of the date of
termination and all such options would remain exercisable as if
he remained in our employ through the expiration date specified
in the respective stock option plans and agreements.

Mr. Holstein may also terminate his
employment upon 30 days notice at any time after the
11 month anniversary of the date on which Mr. Wygod is
neither Chairman of the Board nor Chief Executive Officer of
WebMD. If Mr. Holstein terminates his employment in those
circumstances: (a) he would be entitled to salary
continuation from the date of termination through the second
anniversary thereof; (b) his

8



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participation in our benefit plans (or comparable
plans) would continue for the duration of the severance period;
and (c) all options granted to Mr. Holstein which have
not vested prior to the date of termination would be vested as
of the date of termination and all such options would remain
outstanding as if Mr. Holstein remained in the employ of the
Company until the earlier of (i) five years from the date
of termination and (ii) the date on which the stock option
would have expired under the terms of the applicable stock
option plan or agreement. Mr. Holstein (or his estate)
would have the same rights in the event of
Mr. Holsteins permanent disability (as
defined in the employment agreement) or his death.


If Mr. Holsteins employment is
terminated by us for cause or by him without good reason, he is
not entitled to any further compensation or benefits. In
addition, Mr. Holstein would not be entitled to any
additional rights or vesting with respect to the stock options
following the date of termination.

The employment agreement contains confidentiality
obligations that survive indefinitely and non-solicitation and
non-competition obligations that end on the second anniversary
of the date of cessation of Mr. Holsteins employment.

The employment agreement contains a tax gross-up
provision relating to any excise tax that Mr. Holstein
incurs by reason of his receipt of any payment that constitutes
an excess parachute payment as defined in Section 280G of
the Internal Revenue Code.



| |                                      
| | -------------------------------------
| | Arrangements with Charles A.
    Mele

We are party to an employment agreement with
Charles A. Mele, our Executive Vice President, General
Counsel and Secretary, which provides for an employment period
through July 1, 2006. Mr. Mele currently receives an
annual base salary of $450,000 and is entitled to receive a
bonus in the same form and amount received by any other
executive officer with similar responsibilities and compensation.

In the event of the termination of
Mr. Meles employment due to his death or disability,
by us without cause or by Mr. Mele for
good reason, as those terms are defined in
Mr. Meles employment agreement, he would be entitled
to: (i) continuation of his base salary through the later
of eighteen months and the expiration of the term of the
agreement; (ii) any bonuses that he would have normally
been entitled to through the term of his employment agreement
(the amount of the bonus for years subsequent to the year in
which the termination of employment occurred will be equal to
the bonus received for the year of termination) and
(iii) continued participation in our benefit plans (or
comparable plans) for thirty-six months. In addition, all
options granted to Mr. Mele which have not vested prior to
the date of termination would be vested as of the date of
termination and all such options would remain exercisable as if
he remained in our employ through the expiration date specified
in each applicable stock option agreement. A change in control
(which is defined in the employment agreement) of WebMD is an
event that constitutes good reason.

If Mr. Meles employment is terminated
by us for cause or by him without good reason, he is not
entitled to any further compensation or benefits. In addition,
Mr. Mele would not be entitled to any additional rights or
vesting with respect to the stock options following the date of
termination.

The employment agreement contains confidentiality
obligations that survive indefinitely and non-solicitation and
non-competition obligations that end on the later of the second
anniversary of the date employment has ceased and the last day
of the term of the agreement.

The employment agreement contains a tax gross-up
provision relating to any excise tax that Mr. Mele incurs
by reason of his receipt of any payment that constitutes an
excess parachute payment as defined in Section 280G of the
Internal Revenue Code.



| |                                        
| | ---------------------------------------
| | Arrangements with Michael A.
    Singer

We are party to an employment agreement with
Michael A. Singer, Chief Executive Officer, WebMD Medical
Manager, which provides for an employment period through
July 23, 2004. Mr. Singer currently receives an annual
base salary of $450,000.

9



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In the event of the termination of
Mr. Singers employment by us without
cause or by Mr. Singer for good reason,
as those terms are defined in Mr. Singers employment
agreement, he would be entitled to: (i) continuation of his
base salary in effect at the time of termination for a period of
two years and (ii) continued participation in our benefit
plans (or comparable plans) for the duration of the severance
period or, if earlier, until he is eligible for comparable plans
with a subsequent employer. In addition, the option granted to
Mr. Singer on June 5, 2000 will be deemed fully vested
and exercisable on the date of termination and would remain
exercisable for the duration of the severance period. If a
change in control (as defined in the employment agreement)
occurs, Mr. Singer may resign for good reason at any time
after the six month anniversary of the change in control (or
immediately if the incumbent directors did not approve the
change in control).

The merger with Medical Manager constituted a
change in control and an event of good reason for purposes of
Mr. Singers employment agreement after the six month
anniversary of the merger date (March 12, 2001). On
September 5, 2000, Mr. Singer agreed that if he
resigned following March 12, 2001 as a result of the
Medical Manager merger, his severance benefits would be based
upon an annual base salary of $250,000 and his June 5, 2000
option would not vest. The option granted to Mr. Singer on
July 23, 1999 was deemed fully vested on the six month
anniversary of the merger.

In the event of the termination of
Mr. Singers employment due to his death or
disability, he would be entitled to a continuation of his base
salary and benefits for the period through the expiration of the
term of the agreement. In addition, the option granted to
Mr. Singer on June 5, 2000 will be deemed fully vested
and exercisable on the date of termination and would remain
exercisable though such period.

If Mr. Singers employment is
terminated by us for cause, he is not entitled to any further
compensation or benefits. In addition, Mr. Singer would not
be entitled to any additional rights or vesting with respect to
the stock options following the date of termination.

The employment agreement contains confidentiality
obligations that survive indefinitely and non-solicitation and
non-competition obligations that end on the later of
(a) the first anniversary of the date of termination;
(b) July 23, 2004; or (c) the last day on which
Mr. Singer is receiving severance or benefits following his
separation from the employ of our company.



| |                                    
| | -----------------------------------
| | Arrangements with Anthony
    Vuolo

We are party to an employment agreement with
Anthony Vuolo, our Executive Vice President, Chief Financial
Officer, which provides for an employment period through
July 1, 2006. Mr. Vuolo currently receives an annual
base salary of $450,000 and is entitled to receive a bonus in
the same form and amount received by any other executive officer
with similar responsibilities and compensation.

In the event of the termination of
Mr. Vuolos employment due to his death or disability,
by us without cause or by Mr. Vuolo for
good reason, as those terms are defined in
Mr. Vuolos employment agreement, he would be entitled
to: (i) continuation of his base salary through the later
of eighteen months and the expiration of the term of the
agreement; (ii) any bonuses that he would have normally
been entitled to through the term of his employment agreement
(the amount of the bonus for years subsequent to the year in
which the termination of employment occurred will be equal to
the bonus received for the year of termination); and
(iii) continued participation in our benefit plans (or
comparable plans) for thirty-six months. In addition, all
options granted to Mr. Vuolo which have not vested prior to
the date of termination would be vested as of the date of
termination and all such options would remain exercisable as if
he remained in our employ through the expiration date specified
in each applicable stock option agreement. A change in control
(as defined in the employment agreement) of WebMD is an event
that constitutes good reason.

If Mr. Vuolos employment is terminated
by us for cause or by him without good reason, he is not
entitled to any further compensation or benefits. In addition,
Mr. Vuolo would not be entitled to any additional rights or
vesting with respect to the stock options following the date of
termination.

10



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The employment agreement contains confidentiality
obligations that survive indefinitely and non-solicitation and
non-competition obligations that end on the later of the second
anniversary of the date employment has ceased and the last day
of the term of the agreement.

The employment agreement contains a tax gross-up
provision relating to any excise tax that Mr. Vuolo incurs
by reason of his receipt of any payment that constitutes an
excess parachute payment as defined in Section 280G of the
Internal Revenue Code.

Compensation Committee Interlocks and Insider
Participation

The current members of the Compensation Committee
of our Board of Directors are Mark J. Adler, M.D.,
Herman Sarkowsky and Joseph E. Smith. L. John Doerr,
who did not seek reelection as a member of the Board of
Directors in 2002, also served as a member of the Compensation
Committee in 2002.

No interlocking relationship exists between our
Board of Directors or Compensation Committee and the board of
directors or compensation committee of any other company, nor
has any interlocking relationship existed in the past.

11



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|         |                                                                                                       
|-------- | ------------------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder
    Matters

Security Ownership of Certain Beneficial
Owners and Management

The following table sets forth information with
respect to the beneficial ownership of WebMD common stock, as of
April 9, 2003 (except where otherwise indicated), by each
person or entity known by us to beneficially own more than 5% of
our common stock, by each of our directors, by each of our named
executive officers, as described below under Executive
Compensation, and by all of our directors and executive
officers as a group. Except as indicated in the footnotes to
this table, and subject to applicable community property laws,
the persons listed in the table below have sole voting and
investment power with respect to all shares of our common stock
shown as beneficially owned by them. Unless otherwise indicated,
the address of each of the beneficial owners identified is
c/o WebMD Corporation, 669 River Drive, Center 2,
Elmwood Park, New Jersey 07407-1361.

|                                                                 |                             |          |            |            |  |        |            |                |  |  |            |  |  |  |      |  | 
|---------------------------------------------------------------- | --------------------------- | -------- | ---------- | ---------- |  | ------ | ---------- | -------------- |  |  | ---------- |  |  |  | ---- |  | 
|                                                                 |                             | Common   |            |            |  | Total  |            | Percent of    
|Name and Address of Beneficial Owner                             |                             | Stock(1) |            | Options(2) |  | Shares |            | Outstanding(2)
|                                                                 |                             |          |            |            |  |        |            |               
|FMR Corp.                                                        |                             |          | 33,123,998 | (3)        |  |        |           |                |  |  | 33,123,998 |  |  |  | 10.9 | 
|                                                                 | 82 Devonshire Street        |          |            |            |  |        |            |                |  |  |            |  |  |  |      |  | 
|                                                                 | Boston, Massachusetts 02109 |          |            |            |  |        |            |                |  |  |            |  |  |  |      |  | 
|Mark J. Adler, M.D.                                              |                             |          | 32,000     | (4)        |  |        | 70,582     |                |  |  | 102,582    |  |  |  | *    | 
|Paul A. Brooke                                                   |                             |          | 371,667    | (5)        |  |        | 44,582     |                |  |  | 416,249    |  |  |  | *    | 
|Neil F. Dimick                                                   |                             |          |           |            |  |        |           |                |  |  |           |  |  |  | *    | 
|Roger C. Holstein                                                |                             |          | 20,636     | (6)        |  |        | 2,119,566  |                |  |  | 2,140,202  |  |  |  | *    | 
|James V. Manning                                                 |                             |          | 859,047    | (7)        |  |        | 82,582     |                |  |  | 941,629    |  |  |  | *    | 
|Charles A. Mele                                                  |                             |          | 249,781    | (8)        |  |        | 1,843,716  |                |  |  | 2,093,497  |  |  |  | *    | 
|Herman Sarkowsky                                                 |                             |          | 570,994    | (9)        |  |        | 344,582    |                |  |  | 915,576    |  |  |  | *    | 
|Michael A. Singer                                                |                             |          | 9,222,825  | (10)       |  |        | 2,635,416  |                |  |  | 11,858,241 |  |  |  | 3.9  | 
|Joseph E. Smith                                                  |                             |          | 29,250     |            |  |        | 70,582     |                |  |  | 99,832     |  |  |  | *    | 
|Anthony Vuolo                                                    |                             |          | 27,229     | (11)       |  |        | 1,642,416  |                |  |  | 1,669,645  |  |  |  | *    | 
|Martin J. Wygod                                                  |                             |          | 7,648,230  | (12)       |  |        | 2,927,499  |                |  |  | 10,575,729 |  |  |  | 3.4  | 
|All executive officers and directors as a group
    (17 persons) |                             |          | 18,819,089 |            |  |        | 14,616,739 |                |  |  | 33,435,828 |  |  |  | 10.5 | 



---



| |   |              
| | - | -------------
| | * | Less than 1%.



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The amounts set forth below for
    Messrs. Holstein, Mele, Singer, Vuolo and Wygod include 200
    shares allocated to each of them pursuant to the WebMD
    Corporation Performance Incentive Plan, a retirement plan
    intended to be qualified under Section 401(a) of the
    Internal Revenue Code (which we refer to in this table as PIP
    Shares). The amount set forth below for All executive
    officers and directors as a group includes an aggregate of
    2,000 PIP Shares. Performance Incentive Plan participants do not
    have dispositive power with respect to PIP Shares (including
    vested PIP Shares) until the shares are distributed in
    accordance with the terms of the Plan. Participants will forfeit
    all rights with respect to unvested PIP Shares if they leave
    WebMD for any reason other than death or disability. Generally,
    one-third of the number of PIP Shares allocated to each
    participant vests on each December 31 following the
    allocation.
|
| | (2) | Beneficial ownership is determined under the
    rules and regulations of the SEC, which provide that shares of
    common stock that a person has the right to acquire within
    60 days are deemed to be outstanding and beneficially owned
    by that person for the purpose of computing the total number of
    shares beneficially owned by that person and the percentage
    ownership of that person. Accordingly, we have set forth, in the
    column entitled Options, the number of shares of
    WebMD common stock that each person listed has the right to
    acquire pursuant to options that are currently exercisable or
    that will be exercisable within 60 days of April 9,
    2003. We have calculated the                                                                                                                                                                                                                                                                                    

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | percentages set forth in the column entitled
    Percent of Outstanding based on the number of shares
    outstanding as of April 9, 2003 (which was 304,237,857)
    plus, for each listed person or group, the number of additional
    shares deemed outstanding, as set forth in the column entitled
    Options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (3) | The information shown is as of December 31,
    2002 and is based upon information disclosed by FMR Corp.,
    Fidelity Management and Research Company, Fidelity Growth
    Company Fund, Abigail P. Johnson and Edward C.
    Johnson, 3d in a Schedule 13G filed with the Commission.
    Such persons reported that FMR Corp. and the other members of
    the filing group have sole power to dispose or to direct the
    disposition of 33,123,998 shares of WebMD common stock and sole
    power to vote or to direct the vote of 1,277,271 shares of WebMD
    Common Stock. Sole power to vote the other shares of WebMD
    common stock beneficially owned by the filing group resides in
    the respective boards of trustees of the funds that have
    invested in the shares. The interest of Fidelity Growth Company
    Fund, an investment company registered under the Investment
    Company Act of 1940, amounted to 19,920,600 shares of WebMD
    common stock at of December 31, 2002.
|
| | (4) | Represents 10,000 shares held by Dr. Adler
    and 22,000 shares held by the Adler Family Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (5) | Represents 170,000 shares held by Mr. Brooke
    and 201,667 shares held by PMSV Holdings LLC, of which
    Mr. Brooke is the managing member.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (6) | Includes 200 PIP Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (7) | Represents 787,800 shares held by
    Mr. Manning and 71,247 shares held by Synetic Foundation,
    Inc., a charitable foundation of which Mr. Manning and
    Mr. Wygod are trustees and share voting and dispositive
    power.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (8) | Represents 80,975 shares held by Mr. Mele,
    1,622 shares allocated to Mr. Meles account under a
    401(k) Plan, 200 PIP Shares and 166,984 shares held by the
    Rose Foundation, a private charitable foundation of which
    Mr. Mele and Mr. Wygod are trustees and share voting
    and dispositive power.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (9) | Represents 437,662 shares held by
    Mr. Sarkowsky, 95,832 shares held by Sarkowsky Family L.P.
    and 37,500 shares held by a charitable foundation of which
    Mr. Sarkowsky is a director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Represents 9,171,875 shares held by MAS 1997
    Family Limited Partners, the general partner of which is a
    company controlled by Mr. Singer and the sole limited
    partner of which is Mr. Singer, 50,750 shares held by MDDS
    Partnership Limited, the general partner of which is controlled
    by Mr. Singer and the limited partners of which are
    Mr. Singer and certain of his family members, and 200 PIP
    Shares.                                                                                                           
|    
|(11) | Represents 24,833 shares held by Mr. Vuolo,
    1,610 shares allocated to Mr. Vuolos account under a
    401(k) Plan, 200 PIP Shares and 586 shares held by
    Mr. Vuolos spouse.                                                                                                                                                                                                                                                                                                                                                                 
|    
|(12) | Represents 7,240,867 shares held by
    Mr. Wygod, 200 PIP Shares, 7,600 shares held by
    Mr. Wygods spouse, 161,332 shares held by SYNC, Inc.,
    which is controlled by Mr. Wygod, 71,247 shares held by
    Synetic Foundation, Inc., a charitable foundation of which
    Mr. Wygod and Mr. Manning are trustees and share
    voting and dispositive power, and 166,984 shares held by the
    Rose Foundation, a private charitable foundation of which
    Messrs. Wygod and Mele are trustees and share voting and
    dispositive power.

13



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##### Table of Contents



Equity Compensation Plan Information

The following table contains certain information,
as of December 31, 2002, about our equity compensation
plans.

|                                                                  |  |                         |            |                      |  |                              |       |  |  |  |            |       
|----------------------------------------------------------------- |  | ----------------------- | ---------- | -------------------- |  | ---------------------------- | ----- |  |  |  | ---------- | ------
|                                                                  |  |                         |            |                      |  | (c)                         
|                                                                  |  |                         |            |                      |  | Number of securities        
|                                                                  |  | (a)                     |            | (b)                  |  | remaining available for     
|                                                                  |  | Number of securities to |            | Weighted-average     |  | future issuance under equity
|                                                                  |  | be issued upon exercise |            | exercise price of    |  | compensation plans          
|                                                                  |  | of outstanding options, |            | outstanding options, |  | (excluding securities       
|Plan category(1)                                                  |  | warrants and rights     |            | warrants and rights  |  | reflected in column (a))    
|                                                                  |  |                         |            |                      |  |                             
|Equity compensation plans approved by security
    holders        |  |                         | 31,534,563 |                      |  | $                            | 11.38 |  |  |  | 19,612,870 | (2)   
|Equity compensation plans not approved by
    security holders(3) |  |                         | 27,323,869 |                      |  | $                            | 5.75  |  |  |  | 1,315,389  | (4)   
|                                                                  |  |                         |            |                      |  |                              |       |  |  |  |            |       
|Total                                                             |  |                         | 58,858,432 |                      |  | $                            | 8.77  |  |  |  | 20,928,259 | (2)(4)
|                                                                  |  |                         |            |                      |  |                              |       |  |  |  |            |       



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | This table does not include (a) outstanding
    options to acquire 58,288,112 shares of WebMD common stock at a
    weighted-average exercise price of $16.14 per share that were
    assumed by WebMD in mergers or acquisitions or
    (b) outstanding warrants to acquire 18,604,162 shares of
    WebMD common stock at a weighted-average exercise price of
    $24.32 per share that were assumed by WebMD in mergers or
    acquisitions. We cannot grant additional awards under these
    assumed plans. For additional information regarding the assumed
    options, see note 15 to the consolidated financial statements in
    this Annual Report.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(2) | Includes 2,841,022 shares of common stock
    reserved for issuance under our 1998 Employee Stock Purchase
    Plan. For additional information regarding the Employee Stock
    Purchase Plan, see note 15 to the consolidated financial
    statements in this Annual Report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(3) | The plans included in this category did not
    require approval of our stockholders under applicable law and
    NASDAQ rules at the time the plans were created. In accordance
    with the rules and regulations of the SEC, equity
    compensation plans includes warrants issued to third
    parties. Accordingly, this category includes warrants to acquire
    8,914,494 shares of WebMD common stock at a weighted-average
    exercise price of $8.89 per share. None of these warrants are
    held by WebMD employees. We cannot grant additional awards under
    the relevant agreements pursuant to which those warrants were
    issued. The warrants were issued in a variety of transactions,
    including transactions with strategic partners, suppliers and
    service providers. For additional information regarding these
    warrants, see notes 3 and 14 to the consolidated financial
    statements in this Annual Report. See Description of Plans
    Not Approved by Stockholders for descriptions of the other
    equity compensation plans in this category.
|   
|(4) | Includes 603,803 shares of WebMD common stock
    available for grant under our 2002 Restricted Stock Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



| |                                                      
| | -----------------------------------------------------
| | Description of Plans Not Approved by
    Stockholders

2001 Stock Plan.The
2001 Employee Non-Qualified Stock Option Plan authorizes the
grant of awards of non-qualified options to purchase shares of
our common stock to our employees who are not subject to
Section 16(a) of the Securities Exchange Act of 1934. As of
December 31, 2002, options to purchase 114 shares of
our common stock remained available for grant under the 2001
Stock Plan. The maximum number of shares of our common stock
with respect to one or more options that may be granted during
any one calendar year under the 2001 Stock Plan to any one
person is 200,000. Generally, options become exercisable ratably
over a three to five year period based on their individual grant
dates and expire on the tenth anniversary of the date of grant.
Options are granted with exercise prices not less than fair
market value on the date of grant. The exercise price may be
paid in cash or shares of WebMD common

14



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##### Table of Contents



stock held by the optionee for a period of at
least six months or through a cashless exercise arrangement.
Upon termination of employment, unvested options generally are
forfeited and vested options generally expire 90 days after
termination (one year in the case of termination as a result of
death or disability or immediately in the event of termination
for cause). The 2001 Stock Plan is administered by
the Compensation Committee of our Board of Directors and all or
a portion of such authority may be delegated to one or more
officers of the Company. The Compensation Committee has the
authority to designate participants, determine the number, terms
and conditions of options, establish, adopt or revise any rules
and regulations as it may deem advisable to administer the 2001
Stock Plan and make all other decisions and determinations that
may be required under the 2001 Stock Plan. The Compensation
Committee has delegated to Martin J. Wygod the authority to
grant options and determine the terms and conditions of such
grant in accordance with the terms of the Plan.


2002 Restricted Stock
Plan.During 2002, WebMD adopted the
2002 Restricted Stock Plan. The 2002 Restricted Stock Plan
authorizes the grant of awards of shares of WebMD common stock
that are subject to restrictions on transfer until such time as
they are vested. As of December 31, 2002, 603,803 shares of
restricted common stock remained available for grant under the
2002 Restricted Stock Plan. All of our employees, other than
those officers who are subject to Section 16(a) of the
Securities Exchange Act, are eligible for grants under the plan.
The vesting schedule applicable to a restricted stock grant is
generally 25% per year subject to the holders continued
employment on the applicable dates. Unvested restricted stock is
subject to forfeiture upon termination of employment. The 2002
Restricted Stock Plan is administered by the Compensation
Committee of our Board of Directors, with responsibilities and
authority similar to those described above for the 2001 Stock
Plan. The authority to grant restricted stock and determine the
terms and conditions thereof in accordance with the terms of the
plan has been delegated to Martin J. Wygod.

Envoy Stock Plan.In
January 2000, our Board of Directors adopted the WebMD Envoy
Stock Plan in connection with the acquisition of Envoy
Corporation. The Envoy Stock Plan authorizes the grant of awards
of non-qualified options to purchase shares of our common stock
and grants of shares of common stock. As of December 31,
2002, 711,472 shares of our common stock remained available for
option grants or grants of shares under the Envoy Stock Plan.
The maximum number of shares of our common stock with respect to
one or more options that may be granted during any one fiscal
year under the Envoy Stock Plan to any one person is 1,000,000,
except that, in connection with an employees initial
employment, he or she may be granted options to purchase an
additional 500,000 shares which shall not count against the
1,000,000 limit. The terms of the Envoy Stock Plan and its
administration are substantially similar to those described
above for the 2001 Stock Plan.

Option Agreement with Wayne
Gattinella.The option agreement,
entered into on August 20, 2001, provides for a
nonqualified option to purchase 600,000 shares of common stock,
at an exercise price of $4.81 per share. The exercise price is
equal to the closing price of WebMD common stock on the date of
grant. No further shares of our common stock are available for
grant under this option agreement. Subject to
Mr. Gattinellas continued employment (except as set
forth below), the option vests and becomes exercisable with
respect to 25% of the shares on the first, second, third, and
fourth anniversaries of the date of grant and expires on the
tenth anniversary of the date of grant. In the event of the
termination of Mr. Gattinellas employment without
cause or for good reason (as such terms are defined in his
employment agreement), the option, to the extent unvested, will
remain outstanding and continue to vest as if he remained in the
employ of the Company through the first anniversary of the date
of termination. In addition, on the one year anniversary of a
change in control (or earlier if his employment is terminated
without cause for good reason, 75% of the unvested portion of
the option shall vest. Except as described above, the stock
option agreement contains terms consistent with our other option
plans.

15



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##### Table of Contents






Item 13.     Certain
Relationships and Related Transactions

On April 6, 2001, we loaned $1,450,000 to K.
Robert Draughon, our Executive Vice President, Business
Development. The funds were advanced pursuant to a promissory
note bearing interest at the fixed rate per annum of 4.63%. The
loan is full recourse and is secured by a pledge by
Mr. Draughon of all shares of WebMD common stock owned by
him and all options to purchase shares of WebMD common stock
owned by him. As of April 9, 2003, approximately $107,000
of the principal amount and approximately $1,000 of accrued
interest were outstanding.

We were reimbursed approximately $367,000 during
2002 by Martin J. Wygod, our Chairman of the Board of Directors
and Chief Executive Officer, and a corporation that he controls,
for the partial use of our office facilities, for services
rendered by our employees and for expenses relating to use of
chartered aircraft.

We lease property in Alachua, Florida that is
owned by a corporation controlled by Michael A. Singer, Chief
Executive Officer, WebMD Medical Manager and a member of our
Board of Directors, and a member of his family. We are
responsible for all real estate taxes, insurance and maintenance
relating to the property. The term of the lease is through
March 31, 2009. During 2002, the aggregate amount of rent
payable under the lease was approximately $967,000.

Dr. Adler, a non-employee director of WebMD,
is a partner in a 14 doctor group medical practice that is a
customer of WebMD Medical Manager. The practice purchases
products and services on terms generally available, in the
ordinary course of our business, to similar customers. During
2002, the aggregate amount payable to WebMD Medical Manager by
this practice was approximately $142,000.

Affiliates of FMR Corp. provide services to us in
connection with the administration of the WebMD 401(k) Savings
Plan and the Porex 401(k) Savings Plan. During 2002, the
aggregate amount payable by us for these services was
approximately $97,000.




Item 14.     Controls
and Procedures

WebMD management, including the Chief Executive
Officer and Chief Financial Officer, have conducted an
evaluation of the effectiveness of WebMDs disclosure
controls and procedures pursuant to Rule 13a-15 under the
Exchange Act. Based on that evaluation, which was completed
during the 90 days prior to the date on which this
amendment on Form 10-K/A was filed with the Commission, the
Chief Executive Officer and Chief Financial Officer concluded
that the disclosure controls and procedures are effective in
ensuring that all material information required to be filed in
this Annual Report has been made known to them in a timely
fashion. There have been no significant changes in internal
controls, or in factors that could significantly affect internal
controls, subsequent to the date the Chief Executive Officer and
Chief Financial Officer completed their evaluation.

16



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the
undersigned, thereto duly authorized, on the 30th day of April,
2003.



| |                  
| | -----------------
| | WEBMD CORPORATION



| |     |                     
| | --- | --------------------
| | By: | /s/ LEWIS H. LEICHER

| |                      
| | ---------------------
| |                      
| | LEWIS H. LEICHER     
| | Senior Vice President



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##### Table of Contents



CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE


SARBANES-OXLEY ACT OF 2002


I, Martin J. Wygod, certify that:

1. I have reviewed this amendment on
Form 10-K/A to the annual report of WebMD Corporation;

2. Based on my knowledge, this amendment to
the annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this annual report;

3. The registrants other certifying
officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this amendment to the annual report is being
    prepared;
|
| | b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    amendment to the annual report (the Evaluation
    Date); and                                                                                                      
|
| | c) presented in this amendment to the annual
    report our conclusions about the effectiveness of the disclosure
    controls and procedures based on our evaluation as of the
    Evaluation Date;                                                                                                                                

4. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

5. The registrants other certifying
officers and I have indicated in this amendment to the annual
report whether there were significant changes in internal
controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: April 30, 2003



| |  |                    
| |  | -------------------
| |  | /s/ MARTIN J. WYGOD

| |                                     
| | ------------------------------------
| |                                     
| | MARTIN J. WYGOD                     
| | Chairman and Chief Executive Officer
| | (Principal executive officer)       



---



##### Table of Contents



I, Anthony Vuolo, certify that:

1. I have reviewed this amendment on
Form 10-K/A to the annual report of WebMD Corporation;

2. Based on my knowledge, this amendment to
the annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this annual report;

3. The registrants other certifying
officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this amendment to the annual report is being
    prepared;
|
| | b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    amendment to the annual report (the Evaluation
    Date); and                                                                                                      
|
| | c) presented in this amendment to the annual
    report our conclusions about the effectiveness of the disclosure
    controls and procedures based on our evaluation as of the
    Evaluation Date;                                                                                                                                

4. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

5. The registrants other certifying
officers and I have indicated in this amendment to the annual
report whether there were significant changes in internal
controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: April 30, 2003



| |  |                  
| |  | -----------------
| |  | /s/ ANTHONY VUOLO

| |                                                         
| | --------------------------------------------------------
| |                                                         
| | ANTHONY VUOLO                                           
| | Executive Vice President and Chief Financial
    Officer
| | (Principal financial officer)