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Exhibit 99.3 WebMD Corporation Amended and Restated Nominating Committee Charter As Amended Through February 27, 2004 A.  
Purpose  1.
    
    General. The Nominating Committee (the Committee) has been
established by the Board of Directors (the Board) of WebMD
Corporation (the Corporation) to assist the Board by actively
identifying individuals qualified to become Board members and making
recommendations to the Board regarding (a) the persons to be
nominated by the Board for election as director at each annual
meeting of stockholders, (b) appointments of directors to fill
vacancies occurring between annual meetings and (c) appointments of
directors to fill newly created directorships, if any, created by
expansion of the size of the Board between annual meetings.2.
    
    Diversity. The Board believes that diversity is a critical
attribute of a well-functioning board. It is the responsibility of
the Nominating Committee to seek qualified candidates to fill
vacancies on the Board that contribute distinctive and useful
perspectives to governance that best serves the interests of the
Company and its stockholders. The Committee shall advise the Board
on matters of diversity, including gender, race, culture, thought
and geography, and recommend, as necessary, procedures for achieving
diversity of viewpoint, background, skills, types of experience, and
areas of expertise on the Board. B.  
Composition  1.
    
    Members. The Committee shall consist of as many members as
the Board shall determine, but in any event not fewer than three
members. Members of the Committee shall be appointed by the Board
in accordance with the By-laws of the Corporation. Committee
members shall serve until the earliest of their resignation or their
replacement or removal by the Board in accordance with this Charter
and the By-laws of the Corporation.2.
    
    Qualifications. Each member of the Committee shall, in the
judgment of the Board, meet the following requirements (the
Independence Requirements):




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
    
    all independence requirements, under applicable
law, for members of nominating committees of companies listed
for quotation on the NASDAQ NMS;
    
    all applicable independence requirements of The
NASDAQ Stock Market for members of nominating committees of
companies listed for quotation on the NASDAQ NMS; and
    
    being free from any relationship that, in the
opinion of the Board, would interfere with the exercise of
independent judgment as a member of the Committee.  In the event that the Board determines that a member ceases to meet
the Independence Requirements, the Board shall consider the removal
and replacement of such member; provided, however, that the Board
may, if necessary or appropriate in its judgment, appoint or retain
Committee members in reliance on any available exceptions to any of
the Independence Requirements for the time period such exceptions
are available. A failure by one or more Committee members to meet
any of the Independence Requirements shall not invalidate decisions
made, or actions taken, by the Committee.  3.
    
    Chair. A Chair of the Committee may be appointed by the
Board or the Committee.4.
    
    Removal and Replacement. The members of the Committee may be
removed or replaced, and any vacancies on the Committee shall be
filled, by the Board in accordance with the By-laws of the
Corporation. C.  Operations  1.
    
    Meetings. The Committee shall determine the schedule and
frequency of the Committee meetings, provided that the Committee
shall meet at least once per year in advance of the Boards
nomination of directors for election at the Corporations annual
meeting. Minutes of these meetings shall be kept and filed with the
Secretary of the Corporation.2.
    
    Agenda; Reports. The Committee shall determine the agenda
for its meetings. The Committee may invite other Board members,
members of management and others to attend meetings and provide
pertinent information and reports, as it deems necessary. Nothing
in this Charter shall be construed to restrict the reliance by any
member of the Committee, to the full extent permitted by law, on
information, opinions, reports or statements presented to the
Committee by any of the Corporations officers or employees, or
other committees of the Board, or by any other person selected with
reasonable care by or on behalf of the Corporation or the Committee
as to matters the Committee member reasonably believes are within
such other persons professional or expert competence. Amended and Restated Nominating Committee Charter 
As Adopted on February 27, 2004   Page 2




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3.
    
    Report to Board. The Committee shall report its actions and
recommendations to the Board at the next Board meeting after each
Committee meeting or, if so determined by the Committee, by
distribution to the members of the Board of the minutes of a
meeting, a unanimous written consent or other relevant documents. D.  Authority and Responsibilities Delegated to the Committee  1.
    
    The Committee shall establish and review with the Board the
qualifications and characteristics that it determines should be
sought with respect to individual Board members and the Board as a
whole and shall review with the Board any changes thereto that it
may, from time to time, determine to be appropriate. These
qualifications and characteristics shall be designed to assist the
Board in meeting the objectives set forth in Section A.2 of this
Charter with respect to diversity.2.
    
    The Committee shall assess the adequacy of this Charter and
the procedures developed by the Committee to implement this Charter
on at least an annual basis and shall submit any proposed amendments
to this Charter that the Committee recommends be made to the Board
for its approval. This assessment shall include a review of
procedures developed to assist the Board in meeting the objectives
set forth in Section A.2 of this Charter with respect to diversity.3.
    
    In order to assist the Board in meeting the objectives set
forth in Section A.2 of this Charter with respect to diversity, the
Committee shall develop director search processes that identify
qualified Board candidates both in the corporate environment as well
as other enterprises, such as government, academia, private
enterprise, complex non-profit organizations, and professions that
serve them, such as accounting, human resources, and legal services.
The search process will be designed so that candidates are not
systematically eliminated from the search process due solely to
background or organizational affiliation and so that each director
search affirmatively seeks to include candidates with diverse
backgrounds and skills.4.
    
    The Committee shall, in accordance with (a) the policies and
principles set forth in this Charter and (b) the relevant
requirements of applicable law and requirements applicable to
companies listed for quotation on the NASDAQ NMS, identify and
recommend to the Board  i.
    
    the persons to be nominated by the
Board for election as director at each annual meeting of
stockholders,ii.
    
    persons to be appointed as directors to
fill vacancies occurring between annual meetings, andiii.
    
    persons to be appointed as directors to
fill newly created directorships, if any, created by
expansion of the size of the Board between annual
meetings. Amended and Restated Nominating Committee Charter 
As Adopted on February 27, 2004   Page 3




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5.
    
    The Committee shall review candidates for the Board
recommended by stockholders pursuant to policies and procedures
established by the Committee from time to time.6.
    
    The Committee shall consider whether to recommend to the
Board increases or decreases in the size of the Board. The
Committee shall consider whether to recommend to the Board (a)
changes in the Board committee assignments of existing directors,
(b) committee assignments for new directors and (c) the formation of
additional Board committees. The foregoing list is not intended to be exhaustive, and the Committee
shall, in addition, have such powers as may be necessary or appropriate in
furtherance of the objectives set forth in this Charter, including the
objectives set forth in Section A.2 of this Charter with respect to diversity,
or as may, from time to time, be delegated by the Board. The adoption of this
Amended and Restated Charter shall not be construed to reduce any power or
authority previously delegated to the Committee by the Board. The Committee shall, to the full extent permitted by applicable law and
the listing standards of The NASDAQ Stock Market applicable to the Corporation,
have the power to delegate its authority to subcommittees or individual members
of the Committee as it deems appropriate. The Committee shall have the power to retain search firms or other
advisors to identify director candidates. The Committee may also retain
counsel or other advisors, as it deems appropriate. The Committee shall have
the sole authority to retain and terminate such search firms, advisors or
counsel and to review and approve their fees and other retention terms and
shall have the authority to cause the payment of such fees by the Corporation. Amended and Restated Nominating Committee Charter 
As Adopted on February 27, 2004   Page 4