##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




---

Form 10-K/ A

|   |  |                                                                                           
|-- |  | ------------------------------------------------------------------------------------------
|þ  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
	15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934    
|  
|   |  | For the fiscal year ended December 31,
	2001                                              
|  
|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



---

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
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. o

The aggregate market value of the voting stock
held by non-affiliates of the registrant (based upon the closing
sale price of $8.17 on March 15, 2002, 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) was approximately $2,325,775,845. As of
March 15, 2002, the registrant had outstanding 312,383,902
shares of common stock.



---






---

TABLE OF CONTENTS



|                                                                                  |                                                                          |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------- | ------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART III                                                                         
|                                                                                  | Item 10. Directors and Executive Officers of the Registrant             
|                                                                                  | Item 11. Executive Compensation                                         
|Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
|                                                                                  | Item 12. Security Ownership of Certain Beneficial Owners and Management 
|                                                                                  | Item 13. Certain Relationships and Related Transactions                 
|PART IV                                                                          
|                                                                                  | Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
|SIGNATURES                                                                       
|INDEX TO EXHIBITS                                                                
|Amended & Restated 1998 Employee Stock Purchase                                  
|2001 Employee Non-Qualified Stock Option Plan                                    
|Employment Agreement                                                             
|Letter Agreement                                                                 
|Employment Agreement                                                             
|Employment Agreement                                                             
|Agreement                                                                        
|Form of Amended and Restated Stock Option Agree.                                 



---



##### Table of Contents






PART III




Item 10.     Directors
and Executive Officers of the Registrant

Pursuant to General Instruction G(3) to the
Annual Report on Form 10-K, the information regarding our
executive officers required by Item 401 of Regulation S-K
is included in Part I of this report. The following table sets
forth information regarding our current directors:

|                          |  |     |    |          |  |                                                                       
|------------------------- |  | --- | -- | -------- |  | ----------------------------------------------------------------------
|Name                      |  | Age |    | Position
|                          |  |     |    |         
|Martin J. Wygod(1)        |  |     | 62 |          |  | Chairman of the Board of Directors and Chief
        Executive Officer
|Mark J. Adler, M.D.(2)(3) |  |     | 45 |          |  | Director                                                              
|Paul A. Brooke(1)         |  |     | 56 |          |  | Director                                                              
|L. John Doerr(1)(2)(3)    |  |     | 50 |          |  | Director                                                              
|James V. Manning(1)       |  |     | 55 |          |  | Director                                                              
|Herman Sarkowsky          |  |     | 76 |          |  | Director                                                              
|Michael A. Singer         |  |     | 54 |          |  | Director and Member of the Office of the President                    
|Joseph E. Smith(1)(2)(3)  |  |     | 63 |          |  | Director                                                              



---



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

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 until 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 September 2000. He is also
engaged in the business of racing, boarding and breeding
thoroughbred horses, and is President of River Edge Farm, Inc.

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 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 currently 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.

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.

L. John Doerrhas served as a director of WebMD since July 1997. He has been a
general partner at Kleiner Perkins Caufield & Byers, or
KPCB, a venture capital firm, since 1980. Prior to joining KPCB,
Mr. Doerr worked at Intel Corporation for five years. He is
also a director of Amazon.com, Inc., an online merchant,
Drugstore.com, Inc., an online personal healthcare retailer,
Handspring, Inc., a maker of handheld personal computers,
Homestore.com, Inc., a web-based home-related information
company, Intuit Inc., a financial software company, and Sun
Microsystems, Inc., a computer software company.

1



---



##### Table of Contents



James V. Manninghas
served as a director of WebMD since September 2000. He served as
a director of CareInsite from 1999 until September 2000. Mr.
Manning was Vice Chairman of the Board of Medical Manager and
its predecessor, Synetic, 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
Medco for more than five years. Mr. Manning is also
Chairman of the Board of Group 1 Software, Inc., a computer
software company.

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 a member of the Office
of the President of WebMD since September 2001 and as Chief
Executive Officer and President, WebMD Medical Manager and as a
director of WebMD since September 2000. He served as a director
of CareInsite from 1999 until September 2000. Mr. Singer
was Vice Chairman and Co-Chief Executive Officer of Medical
Manager from July 1999 until 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 is a director
of Boren, LePore and Associates, Inc., a pharmaceutical services
company. He also serves on the Board of Trustees of the
International Longevity Center, a non-profit organization.

The terms of Messrs. Doerr and Smith will
expire at our annual meeting in 2002, the terms of
Messrs. Brooke, Manning and Wygod will expire at our annual
meeting in 2003 and the terms of Dr. Adler and
Messrs. Sarkowsky and Singer will expire at our annual
meeting in 2004.

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. 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 furnished to us, 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, except that Herman
Sarkowsky filed an amended Form 3 to reflect the fact that
he owned, at the time he became a director of WebMD, 21,000 more
shares than previously reported.

2



---



##### Table of Contents






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 five
other most highly compensated executive officers who earned more
than $100,000 in 2001 and were serving as executive officers at
the end of 2001. Also included in this table is information
concerning one individual for whom disclosure would have been
provided but for the fact that the individual was not serving as
an executive officer at the end of 2001.

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 |      |                
|                            |                                         |      |      |                     |  |            |         |             
|                            |                                         |      |      | Annual Compensation |  | Awards     |         |             
|                            |                                         |      |      |                     |  |            |         |             
|                            |                                         |      |      |                     |  | Securities |         |             
|                            |                                         |      |      |                     |  | Underlying |         | All Other   
|Name and Principal Position |                                         | Year |      | Salary($)           |  | Bonus($)   |         | Options(#)   |      | Compensation($)
|                            |                                         |      |      |                     |  |            |         |              |      |                
|Martin J. Wygod             |                                         |      | 2001 |                     |  | $          | 350,750 | (1)          |      | $               |        |         |      |  | 1,395,000 |         |     | $ |        |     
|                            | Chairman of the Board of                |      |      | 2000                |  |            |         | 300          | (2)  |                 |         |        |      |  |           |        | (3) |   |         |     | 
|                            | Directors and Chief                     |      |      |                     |  |            |         |              |      |                 |         |         |      |  |           |         |     |   |         |      | 
|                            | Executive Officer                       |      |      |                     |  |            |         |              |      |                 |         |         |      |  |           |         |     |   |         |      | 
|Kevin M. Cameron            |                                         |      | 2001 |                     |  |            | 450,000 |              |      |                 | 100,000 |         |      |  | 500,000   |         |     |   |        |     
|                            | Executive Vice President,               |      |      | 2000                |  |            |         | 135,000      | (2)  |                 |         |        |      |  |           |        | (4) |   |         |     | 
|                            | Business Development(5)                 |      |      |                     |  |            |         |              |      |                 |         |         |      |  |           |         |     |   |         |      | 
|Roger C. Holstein           |                                         |      | 2001 |                     |  |            | 450,000 |              |      |                 | 175,000 |         |      |  | 500,000   |         |     |   |        |     
|                            | Chief Executive Officer,                |      |      | 2000                |  |            |         | 121,250      | (2)  |                 |         |        |      |  |           |        | (6) |   |         |     | 
|                            | WebMD Health(5)                         |      |      |                     |  |            |         |              |      |                 |         |         |      |  |           |         |     |   |         |      | 
|Charles A. Mele             |                                         |      | 2001 |                     |  |            | 450,000 |              |      |                 | 100,000 |         |      |  | 500,000   |         |     |   |        |     
|                            | Executive Vice President,               |      |      | 2000                |  |            |         | 135,000      | (2)  |                 |         |        |      |  |           |        | (7) |   |         |     | 
|                            | General Counsel and                     |      |      |                     |  |            |         |              |      |                 |         |         |      |  |           |         |     |   |         |      | 
|                            | Secretary                               |      |      |                     |  |            |         |              |      |                 |         |         |      |  |           |         |     |   |         |      | 
|Michael A. Singer           |                                         |      | 2001 |                     |  |            | 450,000 |              |      |                 | 100,000 |         |      |  | 500,000   |         |     |   |        |     
|                            | Chief Executive Officer                 |      |      | 2000                |  |            |         | 135,000      | (2)  |                 |         |        |      |  |           |        | (8) |   |         |     | 
|                            | and President, WebMD Medical Manager(5) |      |      |                     |  |            |         |              |      |                 |         |         |      |  |           |         |     |   |         |      | 
|Anthony Vuolo               |                                         |      | 2001 |                     |  |            | 450,000 |              |      |                 | 100,000 |         |      |  | 500,000   |         |     |   |        |     
|                            | Executive Vice President                |      |      | 2000                |  |            |         | 135,000      | (2)  |                 |         |        |      |  |           |        | (9) |   |         |     | 
|                            | and Chief Financial Officer             |      |      |                     |  |            |         |              |      |                 |         |         |      |  |           |         |     |   |         |      | 
|Patricia Fili-Krushel(10)   |                                         |      | 2001 |                     |  |            | 541,667 |              |      |                 | 136,986 | (11)    |      |  |          |         |     |   | 343,750 | (12)
|                            | Former Chief Executive                  |      |      | 2000                |  |            |         | 727,564      | (13) |                 |         | 363,014 | (13) |  |           | 550,000 |     |   |         |     | 
|                            | Officer, Consumer Sales and Services    |      |      |                     |  |            |         |              |      |                 |         |         |      |  |           |         |     |   |         |      | 



---



|    |                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Mr. Wygods annual salary was increased
        to $1.4 million per year, effective as of October 1,
        2001. See Compensation Agreements with Executive
        Officers  Arrangements with Martin J. Wygod
        below.                                                                                        
|   
|   
|(2) | Messrs. Wygod, Cameron, 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



---



##### Table of Contents





|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 625,000
	shares of our common stock at an exercise price of $12.2125 per
	share, 325,000 shares of our common stock at an exercise price
	of $17.5481 per share, 125,000 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(5) | Also a member of WebMDs Office of the
	President.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(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 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.                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(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 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.                                                                                                                                                           
|   
|(8) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(9) | 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.



|     |                                                                                                                                                                                                   
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Ms. Fili-Krushel resigned in July 2001.                                                                                                                                                           
|    
|(11) | The amount of Ms. Fili-Krushels bonus
	reflects the portion attributable to 2001.                                                                                                                
|    
|(12) | Represents amount that we paid to
	Ms. Fili-Krushel pursuant to a letter agreement that we
	entered into with Ms. Fili-Krushel in connection with her
	resignation as our Chief Executive Officer,

4



---



##### Table of Contents



| |                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Consumer Sales and Services. For more
	information, see Compensation Arrangements with Executive
	Officers  Arrangements with Patricia
	Fili-Krushel below.



|     |                                                                                                                                                                                                                                                                           
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(13) | Ms. Fili-Krushel was not employed by us
	prior to April 10, 2000. As a result, only compensation
	that we paid to Ms. Fili-Krushel beginning on that date is
	reflected in this table. The amount of
	Ms. Fili-Krushels bonus reflects the portion
	attributable to 2000.



---

The following table presents information
concerning the options to purchase our common stock granted
during the fiscal year ended December 31, 2001 to our named
executive officers.

Option Grants in Fiscal 2001

|                      |  |                      |           |                      |  |                |     |                 |  |                  |      |  |  |  |         |  |  |   |           | 
|--------------------- |  | -------------------- | --------- | -------------------- |  | -------------- | --- | --------------- |  | ---------------- | ---- |  |  |  | ------- |  |  | - | --------- | 
|                      |  | Number of Securities |           | Percent of Total     |  | Exercise or    |     |                 |  |                 
|                      |  | Underlying Options   |           | Options Granted to   |  | Base Price Per |     |                 |  | Grant Date      
|Name                  |  | Granted(#)           |           | Employees in 2001(1) |  | Share          |     | Expiration Date |  | Present Value(2)
|                      |  |                      |           |                      |  |                |     |                 |  |                 
|Martin J. Wygod       |  |                      | 1,395,000 | (3)                  |  |                | 6.1 | %               |  | $                | 3.43 |  |  |  | 9/20/11 |  |  | $ | 3,104,108 | 
|Kevin M. Cameron      |  |                      | 500,000   | (3)                  |  |                | 2.2 | %               |  |                  | 3.43 |  |  |  | 9/20/11 |  |  |   | 1,112,584 | 
|Roger C. Holstein     |  |                      | 500,000   | (3)                  |  |                | 2.2 | %               |  |                  | 3.43 |  |  |  | 9/20/11 |  |  |   | 1,112,584 | 
|Charles A. Mele       |  |                      | 500,000   | (3)                  |  |                | 2.2 | %               |  |                  | 3.43 |  |  |  | 9/20/11 |  |  |   | 1,112,584 | 
|Michael A. Singer     |  |                      | 500,000   | (3)                  |  |                | 2.2 | %               |  |                  | 3.43 |  |  |  | 9/20/11 |  |  |   | 1,112,584 | 
|Anthony Vuolo         |  |                      | 500,000   | (3)                  |  |                | 2.2 | %               |  |                  | 3.43 |  |  |  | 9/20/11 |  |  |   | 1,112,584 | 
|Patricia Fili-Krushel |  |                      |          |                      |  |                |    |                 |  |                  |     |  |  |  |        |  |  |   |          | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Based upon the total number of options that we
	granted to our employees during 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(2) | 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
	respective option exercise prices, (b) the exercise of
	options within three and one-half years of the date that they
	become exercisable, (c) a risk-free interest rate of 3.04%
	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 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.
|   
|(3) | These options vest and become exercisable at the
	rate of  1/3 per year beginning on the first anniversary of
	the date of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



---

The following table sets forth information with
respect to the named executive officers concerning exercisable
and unexercisable options held as of December 31, 2001. The
values of in-the-money options are based on the year-end closing
price of our common stock as of December 31, 2001 of $7.06
and are net of the option exercise price.

5



---



##### Table of Contents






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

|                      |  |             |        |          |  |                       |       |                      |  |                |           |                  |  |  |           |  |  |   |           |  |  |   |           | 
|--------------------- |  | ----------- | ------ | -------- |  | --------------------- | ----- | -------------------- |  | -------------- | --------- | ---------------- |  |  | --------- |  |  | - | --------- |  |  | - | --------- | 
|                      |  |             |        |          |  |                       |       |                      |  |               
|                      |  |             |        |          |  | Number of             |       |                     
|                      |  |             |        |          |  | Securities Underlying |       | Value of Unexercised
|                      |  |             |        |          |  | Unexercised Options   |       | In-the-Money Options
|                      |  | Shares      |        | Value    |  | at December 31, 2001  |       | at December 31, 2001
|                      |  | Acquired on |        | Realized |  |                       |       |                     
|Name                  |  | Exercise(#) |        | ($)      |  | Exercisable           |       | Unexercisable        |  | Exercisable($) |           | Unexercisable($)
|                      |  |             |        |          |  |                       |       |                      |  |                |           |                 
|Martin J. Wygod       |  |             |       |          |  | $                     |      |                      |  |                | 1,334,000 |                  |  |  | 3,746,000 |  |  | $ |          |  |  | $ | 5,063,850 | 
|Kevin M. Cameron      |  |             |       |          |  |                       |      |                      |  |                | 352,917   |                  |  |  | 1,422,083 |  |  |   |          |  |  |   | 1,815,000 | 
|Roger C. Holstein     |  |             | 20,000 |          |  |                       | 9,800 | (1)                  |  |                | 1,406,100 |                  |  |  | 1,327,900 |  |  |   |          |  |  |   | 1,815,000 | 
|Charles A. Mele       |  |             |       |          |  |                       |      |                      |  |                | 1,193,617 |                  |  |  | 1,324,383 |  |  |   |          |  |  |   | 1,815,000 | 
|Michael A. Singer     |  |             |       |          |  |                       |      |                      |  |                | 1,906,250 |                  |  |  | 1,343,750 |  |  |   |          |  |  |   | 1,815,000 | 
|Anthony Vuolo         |  |             |       |          |  |                       |      |                      |  |                | 1,001,917 |                  |  |  | 1,445,583 |  |  |   | 1,202,250 |  |  |   | 1,815,000 | 
|Patricia Fili-Krushel |  |             |       |          |  |                       |      |                      |  |                | 550,000   |                  |  |  |          |  |  |   |          |  |  |   |          | 



---



|    |                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------
|(1) | Value realized upon exercise on July 24,
	2001 of options to purchase 20,000 shares of our common stock.

Director Compensation

Our directors do not receive any cash fees for
their service on our Board of Directors or any Board committee,
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 Board
members 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. The options to purchase common stock of
Medical Manager or CareInsite issued to those of our directors
who previously were directors of those companies were converted
into options to purchase WebMD common stock at the time of
WebMDs merger transactions with those companies.

Each of Messrs. Brooke, Doerr, Manning,
Sarkowsky and Smith and Dr. Adler and two of our former
directors, Dennis B. Gillings and Charles G.V. Stevens, received
an automatic grant of options to purchase 20,000 shares of WebMD
common stock, with an exercise price equal to $7.9375 per share,
in January 2001 and an additional grant of options to purchase
20,000 shares of WebMD common stock, with an exercise price
equal to $3.43 per share, in September 2001. The options granted
to Dr. Gillings and Mr. Stevens were cancelled when
they resigned from our Board of Directors on October 8,
2001 and October 22, 2001, respectively.

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. Given that WebMD satisfied the
performance threshold described in the employment agreement,
Mr. Wygods annual base salary increased to
$1.4 million, effective as of October 1, 2001.

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 his
salary (the greater of his actual salary and the
$1.4 million) and continuation of benefits for the longer
of two years and 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 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 for so 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,

6



---



##### Table of Contents



he would receive the same benefits as described
above, except that his salary would continue at the rate in
effect at the time of his termination.


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 nonsolicitation and
noncompetition 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 Kevin M.
	Cameron

We are party to an employment agreement with
Kevin Cameron, Executive Vice President  Business
Development and Member of the Office of the President, which
provides for an employment period through April 4, 2005.
Mr. Cameron is currently on medical leave from our company.

In the event of the termination of
Mr. Camerons employment by us without
cause or by him for good reason, as those
terms are defined in Mr. Camerons employment
agreement, he would be entitled to a continuation of his base
salary ($450,000 per year) for twelve months. In addition, 20%
of the stock options granted to Mr. Cameron in connection
with his initial employment would remain outstanding and
continue to vest and become exercisable as if he remained in our
employ through the next scheduled vesting date of each option.
Any shares that vested on or prior to the date of termination
will remain outstanding for three years from the date of
termination and any shares that vest after the date of
termination will remain outstanding for three years from the
date of such vesting. The option granted on August 21, 2000
would be deemed fully vested and remain outstanding through the
tenth anniversary of the date of grant. A change in control (as
defined in the employment agreement) is an event that
constitutes good reason. A change in control only
occurs if there is a business combination and Martin J. Wygod is
no longer either the Chairman of the Board or a senior executive
officer of the acquiring company with responsibilities
substantially equivalent to the responsibilities that he had
prior to the change in control. Our mergers with Medical Manager
and CareInsite were expressly excluded from the definition of a
change in control.

In the event of the termination of
Mr. Camerons employment due to his death or
disability, he would be entitled to a continuation of his base
salary for twelve months. In addition, his stock options would
immediately vest on the date of termination and would remain
exercisable for the period specified in the applicable option
agreement.

If Mr. Cameron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. Cameron 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, which survive indefinitely and non-solicitation and
non-competition obligations that end on the first anniversary of
the date employment has ceased.

7



---



##### Table of Contents





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

We are party to an employment agreement with
Roger Holstein, our Chief Executive Officer  WebMD
Health and Member of the Office of the President, which provides
for an employment period through November 6, 2002 and which
will automatically renew for successive one month periods unless
prior written notice is given. Mr. Holstein currently
receives an annual base salary of $450,000.

In the event of the termination of
Mr. Holsteins employment by us without
cause (which includes our delivery of notice of our desire
not to renew the agreement) or by him for cause, as
those terms are defined in Mr. Holsteins employment
agreement, he would be entitled to a continuation of his base
salary for 24 months. In addition, all of
Mr. Holsteins options will continue to vest and
remain exercisable for two years from the date of termination.

In the event of a change in control,
Mr. Holstein may resign at any time after the first
anniversary of a change in control and he would continue to vest
in all of his options and otherwise be treated as if he remained
in our employ until the last applicable vesting date with
respect to each option. A change in control only
occurs if Martin J. Wygod is no longer either the Chairman of
the Board, Chief Executive Officer or a senior executive officer
with responsibilities substantially equivalent to the
responsibilities that he had prior to the change in control.

In the event of the termination of
Mr. Holsteins employment due to his death or
disability, he would continue to vest and otherwise be treated
as if he remained in our employ through the last vesting date
applicable to each option grant

If Mr. Holsteins employment is
terminated by us for cause or by him without cause, 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, which survive indefinitely and non-solicitation and
non-competition obligations that end on the second anniversary
of the date employment has ceased.



| |                                   
| | ----------------------------------
| | 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.

8



---



##### Table of Contents



The employment agreement contains confidentiality
obligations, which 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, our President and Chief Executive
Officer  WebMD Medical Manager and Member of the
Office of the President, which provides for an employment period
through July 23, 2004. Mr. Singer currently receives
an annual base salary of $450,000.

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 through the
later of two years from the date of termination or the
expiration of the term of the employment agreement 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 Corporation
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, which 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

9



---



##### Table of Contents



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.

The employment agreement contains confidentiality
obligations, which 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.



| |                                         
| | ----------------------------------------
| | Arrangements with Patricia
	Fili-Krushel

In connection with Patricia Fili-Krushels
resignation as our Chief Executive Officer  Consumer
Sales and Services, we entered into a letter agreement with
Ms. Fili-Krushel effective July 13, 2001. Pursuant to
the letter agreement, WebMD agreed to pay to
Ms. Fili-Krushel, in installments during the three-year
period following her resignation: (a) 50% of her annual
base salary of $1,000,000 from July 13, 2001 through
May 13, 2004 and (b) $750,000, which represents 50% of
her minimum annual bonus of $500,000 for 2001, 2002 and 2003. In
addition, the option to purchase 550,000 shares of WebMD common
stock granted to Ms. Fili-Krushel was deemed vested, but
continues to become exercisable in accordance with its original
terms and remains exercisable through June 15, 2004.

Ms. Fili-Krushel is subject to
nonsolicitation, noncompetition and confidentiality provisions.
WebMDs obligations under the letter agreement are
conditioned on Ms. Fili-Krushels compliance with
these provisions.

Compensation Committee Interlocks and Insider
Participation

The current members of the Compensation Committee
of our Board of Directors are Mark J. Adler, M.D., L. John
Doerr and Joseph E. Smith. During 2001, Eric J. Gleacher, who
resigned as a member of the Board of Directors in February 2001,
was also a member of the Compensation Committee.
Mr. Gleacher is the Chief Executive Officer and Chairman of
the Board of Gleacher & Co. LLC, which provided financial
advisory services to us prior to 2001.

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.

10



---



##### Table of Contents






Item 12.     Security
Ownership of Certain Beneficial Owners and
Management

The following table sets forth information with
respect to the beneficial ownership of our common stock, as of
April 1, 2002, by each of our directors, each of our named
executive officers, as described above under Item 11.
Executive Compensation and by all of our directors and
executive officers as a group. As of April 1, 2002, no
person or entity was known by us to beneficially own more than
5% of our common stock.

The number and percentage of our shares of common
stock owned is based on 312,760,837 shares outstanding as of
April 1, 2002. Beneficial ownership is determined under the
rules and regulations of the SEC. Shares of common stock that a
person has the right to acquire within 60 days of
April 1, 2002, including pursuant to options or warrants
that are currently exercisable or exercisable within
60 days of April 1, 2002, are deemed to be outstanding
and beneficially owned by that person for the purpose of
computing the number of shares beneficially owned and the
percentage ownership of that person. However, those shares are
not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person. 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 |            |          |  |         |        |        
|Name and Address of Beneficial Owner                                 |  | Stock  |            | Warrants |  | Options |        | Percent
|                                                                     |  |        |            |          |  |         |        |        
|Mark J. Adler, M.D.                                                  |  |        | 32,000     | (1)      |  |         |       |         |  |  | 43,917    |  |  |  | *    | 
|Paul A. Brooke                                                       |  |        | 371,667    | (2)      |  |         |       |         |  |  | 17,917    |  |  |  | *    | 
|Kevin M. Cameron                                                     |  |        | 25,000     |          |  |         |       |         |  |  | 498,750   |  |  |  | *    | 
|L. John Doerr(3)                                                     |  |        | 8,410,459  |          |  |         | 29,359 |         |  |  | 35,001    |  |  |  | 2.7  | 
|Patricia Fili-Krushel                                                |  |        |           |          |  |         |       |         |  |  | 550,000   |  |  |  | *    | 
|Roger C. Holstein                                                    |  |        | 20,436     |          |  |         |       |         |  |  | 1,406,100 |  |  |  | *    | 
|James V. Manning                                                     |  |        | 859,047    | (4)      |  |         |       |         |  |  | 55,917    |  |  |  | *    | 
|Charles A. Mele                                                      |  |        | 564,581    | (5)      |  |         |       |         |  |  | 1,253,450 |  |  |  | *    | 
|Herman Sarkowsky                                                     |  |        | 570,994    | (6)      |  |         |       |         |  |  | 317,917   |  |  |  | *    | 
|Michael A. Singer                                                    |  |        | 9,222,625  | (7)      |  |         |       |         |  |  | 1,906,250 |  |  |  | 3.5  | 
|Joseph E. Smith                                                      |  |        | 29,250     |          |  |         |       |         |  |  | 43,917    |  |  |  | *    | 
|Anthony Vuolo                                                        |  |        | 27,029     | (8)      |  |         |       |         |  |  | 1,086,750 |  |  |  | *    | 
|Martin J. Wygod                                                      |  |        | 7,943,090  | (9)      |  |         |       |         |  |  | 1,646,500 |  |  |  | 3.1  | 
|All executive officers and directors as a group
        (16 persons) |  |        | 27,618,498 |          |  |         | 29,359 |         |  |  | 9,604,781 |  |  |  | 11.6 | 



---



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



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Represents 10,000 shares held by Dr. Adler
        and 22,000 shares held by the Adler Family Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(2) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(3) | Represents 264,677 shares held by Mr. Doerr,
        6,469,957 shares held and 27,891 shares issuable upon the
        exercise of warrants held by Kleiner Perkins Caufield &
        Byers VII L.P., 1,275,736 shares held by KPCB Java Fund and
        400,089 shares held and 1,468 shares issuable upon the exercise
        of warrants held by KPCB Life Sciences Zaibatsu Fund II. KPCB
        Life Sciences Zaibatsu Fund II and KPCB VII are wholly
        controlled by KPCB VII Associates. KPCB Java Fund is controlled
        by KPCB VIII. Mr. Doerr is a general partner of KPCB VIII
        and KPCB VII Associates. The address for Mr. Doerr is c/o
        Kleiner, Perkins, Caufield & Byers, 2750 Sand Hill Road,
        Menlo Park, CA 94025.

11



---



##### Table of Contents





|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | 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.                                                                                                                                                                                                                                                                                     
|   
|(5) | Represents 80,975 shares held by Mr. Mele,
	1,622 shares allocated to Mr. Meles account under a
	401(k) Plan and 481,984 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.                                                                                                                                                                                                                     
|   
|(6) | 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.                                                                                                                                                                                                                                                                                                                   
|   
|(7) | 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, and 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.                                                                                                      
|   
|(8) | Represents 24,833 shares held by Mr. Vuolo,
	1,610 shares allocated to Mr. Vuolos account under a
	401(k) Plan and 586 shares held by Mr. Vuolos
	spouse.                                                                                                                                                                                                                                                                                                                                               
|   
|(9) | Represents 7,220,927 shares held by
	Mr. Wygod, 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 481,984 shares held by the
	Rose Foundation, a private charitable foundation of which
	Messrs. Wygod and Mele are trustees and share voting and
	dispositive power.

12



---



##### Table of Contents






Item 13.     Certain
Relationships and Related Transactions

Microsoft

We entered into a five-year strategic alliance
with Microsoft in May 1999. In March 2001, we executed a
non-binding letter of intent with Microsoft with respect to a
new relationship. In April 2001, we entered into definitive
agreements with Microsoft to implement the new relationship,
which was effective as of January 1, 2001. In connection
with the original relationship, Microsoft acquired shares of
common stock and a warrant to purchase shares of common stock of
WebMD, Inc. As a result of our merger with WebMD, Inc. in
November 1999, the shares of common stock were converted into
11,933,340 shares of our common stock and the warrant was
converted into a warrant to purchase 13,676,389 shares of our
common stock at an exercise price of $30.16 per share. We
repurchased the 11,933,340 shares of common stock from Microsoft
in November 2001 for approximately $50 million in cash. The
warrant is outstanding and is fully vested and expires on
May 12, 2004. The original relationship and the new
relationship are each described below. On October 22, 2001,
Charles G.V. Stevens resigned as director of WebMD, a position
to which he was elected in accordance with the terms of the
original relationship.

Original
Relationship.Under the terms of the
original strategic relationship, WebMD developed, hosted and
maintained on its servers a health channel for MSN and was
required to pay Microsoft an aggregate of $162,000,000 in
carriage fees for the distribution of that content. In addition,
Microsoft and WebMD each committed co-marketing funds of
$50,000,000 over the first two years of the term. During 2000,
WebMD recognized $30,562,000, as sales, marketing, general and
administrative expense related to the carriage fees.

Microsoft was required to remit to WebMD 100% of
the net revenue over the term of the agreement from banner and
other advertising and e-commerce transactions generated on the
health channel or advertising that Microsoft placed on WebMD.com
each year during the term until we received an amount equal to
that years carriage fees, including guaranteed minimum
amounts of $22,500,000 in each of the first two years of the
term, and was required to share revenue equally with us after
that. WebMD was required to pay Microsoft a 25% commission on
the portion of the revenue received up to the annual guaranteed
minimum amounts for all advertisements placed by Microsoft.
WebMD recognized this advertising revenue when Microsoft
notified us that advertisements had been placed on the health
channel and billed by Microsoft, not based on the guaranteed
minimum amounts. During 2000, WebMD recognized $5,996,000, net
of commissions, related to health channel advertising.

Microsoft agreed to sponsor up to
5.0 million subscriber months, for $29.95 per month, of
subscriptions to our physician Web site over the term of the
agreement. WebMD was required to pay a $5 per month commission
on all subscriptions placed by Microsoft. During 2000, WebMD
recorded $16,114,000, as revenue, net of commissions, related to
subscriptions sponsored by Microsoft.

WebMD was required to share with Microsoft 50% of
net revenue from banner and other advertising on our physician
Web site generated by sponsored subscriptions until Microsoft
received the amount it had incurred for its sponsored
subscriptions. Thereafter, WebMD was required to share 25% of
this revenue with Microsoft. In addition, WebMD was required to
share with Microsoft 15% of WebMDs net revenue from
e-commerce transactions and additional services not included in
the basic subscription to WebMDs physician Web site
generated by these sponsored subscriptions. There were no
obligations to Microsoft during 2000 relating to this provision.

New Relationship.To
implement the new relationship, the parties entered into two
definitive agreements. The first agreement related to technology
matters and was terminated by the parties on September 14,
2001. No payments were made by either party under the terminated
agreement. Under the second agreement, we will program the
majority of the MSN health channel, and WebMD and MSN will share
revenues derived from advertising, sponsorship and e-commerce on
the MSN health channel site, with WebMD receiving 100% of
revenues up to an agreed upon annual threshold (or until an
agreed upon maximum for the contract period is reached) and 60%
thereafter. We will no longer pay carriage fees to

13



---



##### Table of Contents



Microsoft. The term of this agreement is
scheduled to expire on June 30, 2004. In connection with
the new relationship, the parties agreed that Microsoft would no
longer be responsible for funding the sponsorship of
subscriptions to WebMDs physician portal, and we would no
longer be required to share with Microsoft revenue generated by
physician usage of WebMDs healthcare portals.


Quintiles Transnational Corporation

As part of the transaction in which WebMD
acquired Envoy Corporation from Quintiles Transnational Corp. in
May 2000, WebMD entered into a Data Rights Agreement and an
Internet Product Development and Marketing Agreement with
Quintiles and Dennis B. Gillings, Ph.D., was appointed to the
Board of Directors of WebMD, a position from which he resigned
effective October 8, 2001. During 2001, Quintiles did not
make any payments to WebMD pursuant to either of these
agreements.

As part of a settlement of litigation between
WebMD and Quintiles, the parties terminated the Data Rights
Agreement and the Internet Product Development Agreement and all
other agreements between them pursuant to a Settlement Agreement
dated October 12, 2001. In accordance with the terms of the
Settlement Agreement, on October 12, 2001, WebMD purchased
from Quintiles, for $185 million in cash, all
35 million shares of WebMD common stock held by Quintiles
and Quintiles ceased being a related party of WebMD.

The Settlement Agreement also provides that
Quintiles will have the right to receive a payment (payable at
WebMDs option in cash and/or stock) in the event that, on
or before June 30, 2004, WebMD is acquired at a price per
WebMD share greater than $4.00 or Envoy is sold at an aggregate
price of greater than $500 million. WebMD has no obligation
to pursue either of these types of transactions.



| |   |                                                                                                                                                                                                                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | In the case of an acquisition of WebMD on or
	before June 30, 2003, the payment to Quintiles will equal
	the amount by which the price paid in the acquisition exceeds
	$4.00 per share, multiplied by 35 million. If the
	acquisition occurs after June 30, 2003 and on or before
	June 30, 2004, the payment will be 80% of the payment
	described in the prior sentence.
|
| |  | In the case of a sale of Envoy on or before
	June 30, 2003, the payment to Quintiles will equal 10% of
	the amount by which the price received in the sale exceeds
	$500 million. If the sale occurs after June 30, 2003
	and on or before June 30, 2004, the payment will be 80% of
	the payment described in the prior sentence.                                         

News Corporation

Pursuant to an agreement signed and publicly
announced in December 1999 and closed in January 2000, WebMD
entered into a strategic relationship with The News Corporation
Limited, Fox Entertainment Group and certain of their
affiliates, which we refer to collectively as News Corporation.
On December 29, 2000, this strategic alliance was revised
by the parties. On February 15, 2001, WebMD completed all
transactions related to its revised strategic relationship with
News Corporation and News Corporation ceased being a related
party of WebMD. The original relationship and the new
relationship are described below.

Original
Relationship.The financial terms of
the relationship included: $700,000,000 in media services by
News Corporation, comprised of $400,000,000 domestically and
$300,000,000 internationally over 10 years; a $100,000,000
cash investment commitment by News Corporation in an
international joint venture; a $60,000,000 five-year licensing
agreement for syndication of WebMD daily broadcast content; and
the transfer to WebMD of 50% interests in The Health Network, a
health-focused cable network, and thehealthnetwork.com. WebMD
issued an aggregate of 155,951 shares of Series A preferred
stock, convertible into 21,282,645 shares of WebMDs common
stock. In addition, News Corporation purchased 2,000,000 shares
of WebMD common stock for an aggregate purchase price of
$100,000,000 in cash.

14



---



##### Table of Contents



New Relationship.WebMD retained the right to receive $205,000,000 in domestic
media services over ten years from News Corporation and will
continue to provide content to News Corporation for use across
News Corporations media properties for the next four years
for cash payments totaling $12 million annually. News
Corporation transferred its 50% interest in the international
joint venture to WebMD and was relieved of its commitment to
provide any future capital to the international joint venture
and its commitment to provide any international media services.
WebMD transferred its interest in The Health Network to News
Corporation. WebMD was also relieved of all future capital
commitments to The Health Network.

In connection with the revisions to the
relationship, News Corporation surrendered 155,951 shares of
WebMDs Series A convertible preferred stock, which
would have converted into 21,282,645 shares of WebMD common
stock. WebMD granted to News Corporation a warrant to acquire
3,000,000 shares of its common stock at an exercise price of $15
per share. News Corporation has registration rights with respect
to the shares of common stock issuable upon exercise of the
warrant.

Officer Loans

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 our common stock, and all
options to purchase shares of our common stock, owned by him. As
of April 1,2002, approximately $365,000 of the principal
amount and $20,000 of accrued interest were outstanding.

On September 11, 2000, Medical Manager
loaned $500,000 to Kevin M. Cameron, a member of WebMDs
Office of the President and our Executive Vice President,
Business Development, which loan was assumed by us in our merger
with Medical Manager. The funds were advanced pursuant to a
promissory note bearing interest at the fixed rate per annum of
6.22%. The loan is secured by a pledge by Mr. Cameron of
all shares of our common stock, and all options to purchase
shares of our common stock, owned by him. As of April 1,
2002, the entire principal amount and approximately $50,000 of
accrued interest were outstanding.

Other

We were reimbursed approximately $163,000 by a
corporation controlled by Martin J. Wygod, our Chairman of the
Board of Directors and Chief Executive Officer, for the partial
use of our office facilities and for services rendered by our
employees during 2001.

We lease property in Alachua, Florida that is
owned by a corporation controlled by Michael A. Singer, a member
of WebMDs Office of the President and Chief Executive
Officer and President, 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 2001, the amount of rent payable
under the lease was approximately $755,000.

15



---



##### Table of Contents






PART IV




Item 14.     Exhibits,
Financial Statement Schedules and Reports on
Form 8-K

(a)(3) Exhibits

See Index to Exhibits beginning on
page E-1, which is incorporated by reference herein.

16



---



##### 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, 2002.



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



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

| |                          
| | -------------------------
| |                          
| | Lewis H. Leicher         
| | Senior Vice President and
| | Assistant General Counsel

17



---



##### Table of Contents






INDEX TO EXHIBITS

|            |      |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----------- | ---- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |      | Description
|            |      |            
|            | 2.1  |             |  | Agreement and Plan of Reorganization dated as of
	February 24, 1998 among Registrant, MedNet Acquisition
	Corp. and ActaMed Corporation (incorporated by reference to
	Exhibit 2.0 to Registrants Registration Statement on
	Form S-1 (No. 333-70553) filed January 14, 1999)                                                                                                                                                      
|            | 2.2  |             |  | Agreement and Plan of Reorganization dated as of
	April 20, 1999, as amended, among Registrant, Merc
	Acquisition Corp. and MedE America Corporation (incorporated by
	reference to Exhibit 2.2 to Registrants Registration
	Statement on Form S-4 (No. 333-86685) filed
	September 17, 1999)                                                                                                                                      
|            | 2.3  |             |  | Agreement and Plan of Reorganization dated as of
	May 20, 1999, as amended, among Registrant, WebMD, Inc. and
	Water Acquisition Corp. (incorporated by reference to
	Exhibit 2.1 to Registrants Registration Statement on
	Form S-4 (No. 333-86685) filed September 17, 1999)                                                                                                                                                     
|            | 2.4  |             |  | Agreement and Plan of Merger dated as of
	June 30, 1999, as amended, among Registrant, WebMD, Inc.,
	Healtheon/ WebMD Corporation, GNN Merger Corp. and Greenberg
	News Networks, Inc. (incorporated by reference to
	Exhibit 2.3 to Registrants Registration Statement on
	Form S-4 (No. 333-86685) filed September 17, 1999)                                                                                                     
|            | 2.5  |             |  | Purchase Agreement dated as of December 20,
	1999 among Electronic Data Systems Corporation, Eli Lilly and
	Company, Integrated Medical Systems, Inc., Kinetra LLC and
	Registrant (incorporated by reference to Exhibit 2.1 to
	Registrants Report on Form 8-K filed
	February 10, 2000)                                                                                                                                          
|            | 2.6  |             |  | Agreement and Plan of Merger dated as of
	January 22, 2000 among Registrant, Envoy Corporation,
	Quintiles Transnational Corp. and QFinance, Inc. (incorporated
	by reference to Exhibit 2.1 to Registrants Report on
	Form 8-K filed January 27, 2000)                                                                                                                                                                            
|            | 2.7  |             |  | Agreement and Plan of Merger dated as of
	February 13, 2000 between Registrant and Medical Manager
	Corporation (incorporated by reference to Exhibit 2.1 to
	Registrants Report on Form 8-K/A filed
	February 24, 2000), as amended by Amendment No. 1
	dated as of June 18, 2000 (incorporated by reference to
	Exhibit 2.1 to Registrants Report on Form 8-K
	filed July 24, 2000)                                             
|            | 2.8  |             |  | Agreement and Plan of Merger dated as of
	February 13, 2000 among Registrant, Avicenna Systems
	Corporation and CareInsite, Inc. (incorporated by reference to
	Exhibit 2.2 to Registrants Report on Form 8-K/A
	filed February 24, 2000), as amended by Amendment
	No. 1 dated as of June 18, 2000 (incorporated by
	reference to Exhibit 2.2 to Registrants Report on
	Form 8-K filed July 24, 2000)                            
|            | 2.9  |             |  | Agreement and Plan of Merger dated as of
	February 15, 2000 among Registrant, Tech Acquisition
	Corporation and OnHealth Network Company (incorporated by
	reference to Exhibit 2.1 to Registrants Report on
	Form 8-K/A filed February 22, 2000)                                                                                                                                                                                  
|            | 2.10 |             |  | Asset Purchase Agreement dated as of
	December 26, 2001 by and among Registrant, Medscape, Inc.,
	Medscape Enterprises, Inc., and MedicaLogic/ Medscape, Inc.
	(incorporated by reference to Exhibit 2.1 to MedicaLogic/
	Medscape, Inc.s Report on Form 8-K filed
	January 10, 2002)                                                                                                                                              
|            | 3.1  |             |  | Tenth Amended and Restated Certificate of
	Incorporation of Registrant, as currently in effect
	(incorporated by reference to Exhibit 3.1 to
	Registrants Report on Form 8-K filed
	September 13, 2000), as amended by Certificate of Change of
	Registered Agent and Location of Registered Office (incorporated
	by reference to Exhibit 3.1 to Registrants Quarterly
	Report on Form 10-Q for the quarter ended June 30,
	2001)
|            | 3.2  |             |  | Amended and Restated Bylaws of Registrant, as
	currently in effect (incorporated by reference to
	Exhibit 3.2 to Registrants Quarterly Report on
	Form 10-Q for the quarter ended June 30, 2001)                                                                                                                                                                                                                                   
|            | 4.1  |             |  | Specimen Common Stock certificate (incorporated
	by reference to Exhibit 4.1 to Registrants Annual
	Report on Form 10-K for the year ended December 31,
	2000)                                                                                                                                                                                                                                                                     

E-1



---



##### Table of Contents



|            |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----------- | ----- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |       | Description
|            |       |            
|            | 4.2   |             |  | Form of Convertible Promissory Note (incorporated
	by reference to Exhibit 4.1 to Registrants Quarterly
	Report on Form 10-Q for the quarter ended June 30,
	2001)                                                                                                                                                                                                                                                                                                                                                                                    
|            | 10.1  |             |  | Form of Indemnification Agreement to be entered
	into by Registrant with each of its directors and officers
	(incorporated by reference to Exhibit 10.1 to
	Registrants Registration Statement on Form S-1
	(No. 333-70553) filed January 14, 1999)                                                                                                                                                                                                                                                                                                   
|            | 10.2  |             |  | Form of Series B Preferred Stock Purchase
	Warrant between Registrant and certain of Registrants
	Investors (incorporated by reference to Exhibit 10.22 to
	Registrants Registration Statement on Form S-1
	(No. 333-70553) filed January 14, 1999)                                                                                                                                                                                                                                                                                                  
|            | 10.3  |             |  | Amended and Restated Investors Rights
	Agreement dated as of January 28, 1998 among Registrant and
	certain of Registrants Security Holders (incorporated by
	reference to Exhibit 10.10 to Registrants
	Registration Statement on Form S-1 (No. 333-70553)
	filed January 14, 1999)                                                                                                                                                                                                                                                                
|            | 10.4  |             |  | Services Agreement dated January 27, 1999
	between WebMD, Inc. and Gleacher NatWest, Inc., currently known
	as Gleacher & Co. LLC (incorporated by reference to
	Exhibit 10.37 to Amendment No. 1 to Registrants
	Registration Statement on Form S-4 (No. 333-86685)
	filed September 30, 1999)                                                                                                                                                                                                                                                       
|            | 10.5  |             |  | Warrant to purchase shares of common stock of
	Registrant dated December 29, 2000 issued to Gleacher &
	Co. LLC (incorporated by reference to Exhibit 10.43 to
	Registrants Annual Report on Form 10-K for the year
	ended December 31, 1999)                                                                                                                                                                                                                                                                                                         
|            | 10.6  |             |  | Warrant to purchase shares of common stock of
	Registrant dated March 9, 2000 issued to Eric J. Gleacher
	(incorporated by reference to Exhibit 10.44 to
	Registrants Annual Report on Form 10-K for the year
	ended December 31, 1999)                                                                                                                                                                                                                                                                                                               
|            | 10.7* |             |  | Distribution and Cross Promotion Agreement dated
	May 6, 1999 among Microsoft Corporation, WebTV Networks,
	Inc., MSNBC Interactive News, L.L.C. and WebMD, Inc.
	(incorporated by reference to Exhibit 10.33 to Amendment
	No. 1 to Registrants Registration Statement on
	Form S-4 (No. 333-86685) filed September 30, 1999)                                                                                                                                                                                                                        
|            | 10.8  |             |  | Investment Agreement dated May 12, 1999
	among WebMD, Inc., Microsoft Corporation and each of the other
	persons listed on Schedule I thereto (incorporated by
	reference to Exhibit 10.36 to Amendment No. 1 to
	Registrants Registration Statement on Form S-4
	(No. 333-86685) filed September 30, 1999)                                                                                                                                                                                                                                           
|            | 10.9  |             |  | Warrant to Purchase Shares of Common Stock of
	WebMD, Inc. dated May 12, 1999 issued to Microsoft
	Corporation (incorporated by reference to Exhibit 10.9 to
	Registrants Annual Report on Form 10-K for the year
	ended December 31, 2000)                                                                                                                                                                                                                                                                                                           
|            | 10.10 | *           |  | Agreement dated May 19, 1999 among
	Registrant, WebMD, Inc. and Microsoft Corporation (incorporated
	by reference to Exhibit 10.34 to Amendment No. 1 to
	Registrants Registration Statement on Form S-4
	(No. 333-86685) filed September 30, 1999)                                                                                                                                                                                                                                                                                                   
|            | 10.11 |             |  | Letter Agreement dated March 27, 2000
	between Registrant and Microsoft Corporation (incorporated by
	reference to Exhibit 10.29 to Registrants Annual
	Report on Form 10-K for the year ended December 31,
	1999)                                                                                                                                                                                                                                                                                                                                    
|            | 10.12 |             |  | Stock Purchase Agreement dated January 26,
	2000 between Registrant and Janus Capital Corporation
	(incorporated by reference to Exhibit 10.10 to
	Registrants Quarterly Report on Form 10-Q for the
	quarter ended March 31, 2000)                                                                                                                                                                                                                                                                                                                   
|            | 10.13 |             |  | Healtheon/ WebMD Corporation Registration Rights
	Agreement dated January 26, 2000 among Registrant, Eastrise
	Profits Limited, AHN/FIT Cable, LLC, AHN/FIT Internet, LLC, News
	America Incorporated and Fox Broadcasting Company (incorporated
	by reference to Exhibit 10.4 to Registrants Quarterly
	Report on Form 10-Q for the quarter ended March 31,
	2000), as amended by Amendment dated February 15, 2001
	(incorporated by reference to Exhibit 10.1 to
	Registrants Quarterly Report on Form 10-Q for the
	quarter ended March 31, 2001)

E-2



---



##### Table of Contents



|            |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----------- | ----- | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |       | Description
|            |       |            
|            | 10.14 |             |  | Healtheon/WebMD Media Services Agreement dated
	January 26, 2000 among Registrant, Eastrise Profits Limited
	and Fox Entertainment Group, Inc. (incorporated by reference to
	Exhibit 10.5 to Registrants Quarterly Report on
	Form 10-Q for the quarter ended March 31, 2000) , as
	amended by Amendment dated February 15, 2001 (incorporated
	by reference to Exhibit 10.2 to Registrants Quarterly
	Report on Form 10-Q for the quarter ended March 31,
	2001)
|            | 10.15 |             |  | Content License Agreement dated January 26,
	2000 between The News Corporation Limited and Registrant
	(incorporated by reference to Exhibit 10.6 to
	Registrants Quarterly Report on Form 10-Q for the
	quarter ended March 31, 2000)                                                                                                                                                                                                                             
|            | 10.16 |             |  | Letter Agreement dated December 29, 2000
	between Registrant and The News Corporation Limited
	(incorporated by reference to Exhibit 10.17 to
	Registrants Annual Report on Form 10-K for the year
	ended December 31, 2000)                                                                                                                                                                                                                                       
|            | 10.17 |             |  | Data Rights Agreement dated as of May 26,
	2000, as amended, between Registrant and Quintiles Transnational
	Corp. (incorporated by reference to Exhibit 10.18 to
	Registrants Annual Report on Form 10-K for the year
	ended December 31, 2000)                                                                                                                                                                                                                   
|            | 10.18 |             |  | Internet Product Development and Marketing
	Agreement dated as of May 26, 2000 between Registrant and
	Quintiles Transnational Corp. (incorporated by reference to
	Exhibit 10.19 to Registrants Annual Report on
	Form 10-K for the year ended December 31, 2000)                                                                                                                                                                                                 
|            | 10.19 | **          |  | Amended and Restated Stock Option Agreement dated
	August 21, 2000 between Registrant (as successor to Medical
	Manager Corporation) and Martin J. Wygod (incorporated by
	reference to Exhibit 10.21 to Registrants Amendment
	on Form 10-K/A to Annual Report on Form 10-K for the year
	ended December 31, 2000)                                                                                                                                                
|            | 10.20 | **          |  | Healtheon Corporation 1996 Stock Plan and Form of
	Stock Option Agreement (incorporated by reference to
	Exhibit 10.2 to Amendment No. 2 to Registrants
	Registration Statement on Form S-1 (No. 333-70553)
	filed February 10, 1999)                                                                                                                                                                                                                              
|            | 10.21 | **          |  | WebMD Corporation Amended and Restated 1998
	Employee Stock Purchase Plan                                                                                                                                                                                                                                                                                                                                                                                           
|            | 10.22 | **          |  | WebMD Corporation 2000 Long-Term Incentive Plan
	(incorporated by reference to Exhibit 10.1 to Amendment
	No. 1 to Registrants Registration Statement on Form
	S-4 (No. 333-39592) filed August 1, 2000)                                                                                                                                                                                                                                                           
|            | 10.23 | **          |  | WebMD, Inc. Amended and Restated 1997 Stock
	Incentive Plan, as amended (incorporated by reference to
	Exhibit 10.2 to Registrants Registration Statement on
	Form S-8 (No. 33-90795) filed November 12, 1999)                                                                                                                                                                                                                                                     
|            | 10.24 | **          |  | Envoy Stock Plan (incorporated by reference to
	Exhibit 99.1 to Registrants Registration Statement on
	Form S-8 (No. 333-42616) filed July 31, 2000)                                                                                                                                                                                                                                                                                                               
|            | 10.25 | **          |  | Amended and Restated 1989 Class A
	Non-Qualified Stock Option Plan of Medical Manager Corporation
	(incorporated by reference to Exhibit 10.1 to Medical
	Manager Corporations Registration Statement on
	Form S-1 (No. 333-28654) filed May 18, 1989)                                                                                                                                                                                                             
|            | 10.26 | **          |  | Amended and Restated 1989 Class B
	Non-Qualified Stock Option Plan of Medical Manager Corporation
	(incorporated by reference to Exhibit 10.2 to Medical
	Manager Corporations Registration Statement on
	Form S-1 (No. 333-28654) filed May 18, 1989)                                                                                                                                                                                                             
|            | 10.27 | **          |  | 1991 Director Stock Option Plan of Medical
	Manager Corporation (incorporated by reference to
	Exhibit 4.2 to Medical Manager Corporations
	Registration Statement on Form S-8 (No. 333-46640)
	filed March 24, 1992)                                                                                                                                                                                                                                              
|            | 10.28 | **          |  | Amended and Restated 1991 Special Non-Qualified
	Stock Option Plan of Medical Manager Corporation (incorporated
	by reference to Exhibit 4.3 to Medical Manager
	Corporations Registration Statement on Form S-8
	(No. 333-36041) filed September 19, 1997)                                                                                                                                                                                                        
|            | 10.29 | **          |  | Form of Stock Option Agreement made as of
	December 7, 1994 between Medical Manager Corporation and
	certain individuals (incorporated by reference to Exhibit 4.5 to
	Medical Manager Corporations Registration Statement on
	Form S-8 (No. 333-21555) filed February 11, 1997)                                                                                                                                                                                   

E-3



---



##### Table of Contents



|            |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                       
|----------- | ----- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |       | Description
|            |       |            
|            | 10.30 | **          |  | Medical Manager Corporations 1996 Amended
	and Restated Long-Term Incentive Plan (incorporated by reference
	to Exhibit 10.1 to Medical Manager Corporations
	(Commission File No. 0-29090) Quarterly Report on
	Form 10-Q for the quarter ended September 30, 1998)                                                                                                                                
|            | 10.31 | **          |  | Medical Manager Corporations 1996 Amended
	and Restated Non-Employee Directors Stock Plan
	(incorporated by reference to Exhibit 10.2 to Medical
	Manager Corporations (Commission File No. 0-29090)
	Annual Report on Form 10-K for the fiscal year ended
	December 31, 1997)                                                                                                                     
|            | 10.32 | **          |  | 1996 Class C Stock Option Plan of Medical
	Manager Corporation (incorporated by reference to
	Exhibit 4.1 to Medical Manager Corporations
	Registration Statement on Form S-8 (No. 333-36041)
	filed September 19, 1997)                                                                                                                                                                             
|            | 10.33 | **          |  | 1997 Class D Stock Option Plan of Medical
	Manager Corporation (incorporated by reference to
	Exhibit 4.2 to Medical Manager Corporations
	Registration Statement on Form S-8 (No. 333-36041)
	filed September 19, 1997)                                                                                                                                                                             
|            | 10.34 | **          |  | 1998 Class E Stock Option Plan of Medical
	Manager Corporation (incorporated by reference to
	Exhibit 4.1 to Medical Manager Corporations
	Registration Statement on Form S-8 (No. 333-72517)
	filed March 15, 1999)                                                                                                                                                                                 
|            | 10.35 | **          |  | The 1999 Medical Manager Corporation Stock Option
	Plan for Employees of Medical Manager Systems, Inc.
	(incorporated by reference to Exhibit 10.28 to Medical
	Manager Corporations Annual Report on Form 10-K for
	the year ended June 30, 1999)                                                                                                                                                   
|            | 10.36 | **          |  | Form of Stock Option Agreement between Registrant
	(as successor to Medical Manager Corporation) and Michael A.
	Singer (incorporated by reference to Exhibit 99.5 to
	Amendment No. 1 to Medical Manager Corporations
	Registration Statement on Form S-4 (No. 333-81123)
	filed June 24, 1999)                                                                                                     
|            | 10.37 | **          |  | 1995 Avicenna NQ Stock Option Plan, as amended
	(incorporated by reference to Exhibits 4.1 and 4.2 to Medical
	Manager Corporations Registration Statement on
	Form S-8 (No. 333-19043) filed December 31, 1996)                                                                                                                                                                                     
|            | 10.38 | **          |  | 1998 Porex Technologies Corp. Stock Option Plan
	of Medical Manager Corporation (incorporated by reference to
	Exhibit 4.2 to Medical Manager Corporations
	Registration Statement on Form S-8 (No. 333-72517)
	filed March 15, 1999)                                                                                                                                                                
|            | 10.39 | **          |  | CareInsite, Inc. 1999 Officer Stock Option Plan
	(incorporated by reference to Exhibit 10.18 to Amendment
	No. 6 to CareInsite, Inc.s Registration Statement on
	Form S-1 (No. 333-75071) filed June 11, 1999)                                                                                                                                                                                       
|            | 10.40 | **          |  | CareInsite, Inc. 1999 Employee Stock Option Plan
	(incorporated by reference to Exhibit 10.17 to Amendment
	No. 6 to CareInsite, Inc.s Registration Statement on
	Form S-1 (No. 333-75071) filed June 11, 1999)                                                                                                                                                                                      
|            | 10.41 | **          |  | CareInsite, Inc. 1999 Director Stock Option Plan
	(incorporated by reference to Annex H to the Proxy
	Statement/ Prospectus included in Registrants Registration
	Statement on Form S-4 (No. 333-39592) filed
	June 19, 2000)                                                                                                                                                                        
|            | 10.42 | **          |  | Amendment to the Company Stock Option Plans of
	Medical Manager Corporation and CareInsite, Inc. (incorporated
	by reference to Exhibit 99.28 to Registrants
	Registration Statement on Form S-8 (No. 333-47250)
	filed October 4, 2000)                                                                                                                                                             
|            | 10.43 |             |  | Domestic Assignment Agreement dated as of
	February 15, 2001 among Registrant, Healtheon/ WebMD Cable
	Corporation, Healtheon/ WebMD Internet Corporation, The News
	Corporation Limited, Fox Entertainment Group, Inc. AHN/FIT
	Cable, LLC and AHN/FIT Internet, LLC (incorporated by reference
	to Exhibit 10.3 to Registrants Quarterly Report on
	Form 10-Q for the quarter ended March 31, 2001)
|            | 10.44 |             |  | International Assignment Agreement dated as of
	February 15, 2001 among Registrant, HW International
	Holdings, Inc., The News Corporation Limited, Eastrise Profits
	Limited and IJV Holdings Inc. (incorporated by reference to
	Exhibit 10.4 to Registrants Quarterly Report on
	Form 10-Q for the quarter ended March 31, 2001)                                                                  

E-4



---



##### Table of Contents



|            |       |             |  |                                                                                                                                                                                                                                                                            
|----------- | ----- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |       | Description
|            |       |            
|            | 10.45 |             |  | Settlement Agreement dated October 12, 2001
	between Registrant and Quintiles Transnational Corp.
	(incorporated by reference to Exhibit 10.01 to Quintiles
	Transnational Corp.s Quarterly Report on Form 10-Q
	for the quarterly period ended September 30, 2001)       
|            | 10.46 | **          |  | WebMD Corporation 2001 Employee Non-Qualified
	Stock Option Plan, as amended                                                                                                                                                                                               
|            | 10.47 | **          |  | Employment Agreement dated as of April 4,
	2000 between Registrant (as successor to Medical Manager
	Corporation) and Kevin Cameron                                                                                                                                        
|            | 10.48 | **          |  | Employment Agreement dated as of November 6,
	1997 between Registrant (as successor to Synetic, Inc.) and
	Roger C. Holstein (incorporated by reference to
	Exhibit 10.13 to Synetic, Inc.s Annual Report on
	Form 10-K for the fiscal year ended June 30, 1998)          
|            | 10.49 | **          |  | Employment Agreement dated as of May 16,
	1999 between Registrant (as successor to Synetic, Inc.) and
	Michael A. Singer (incorporated by reference to Exhibit 10.26 to
	Medical Manager Corporations Annual Report on
	Form 10-K for the fiscal year ended June 30, 1999)
|            | 10.50 | **          |  | Letter Agreement dated as of September 5,
	2000 between Registrant (as successor to Medical Manager
	Corporation) and Michael A. Singer                                                                                                                                    
|            | 10.51 | **          |  | Employment Agreement dated as of July 1,
	2000 between Registrant (as successor to Medical Manager
	Corporation) and Charles A. Mele, as amended                                                                                                                           
|            | 10.52 | **          |  | Employment Agreement dated as of July 1,
	2000 between Registrant (as successor to Medical Manager
	Corporation) and Anthony Vuolo, as amended                                                                                                                             
|            | 10.53 | **          |  | Agreement dated as of July 2, 2001 between
	Registrant and Patricia Fili-Krushel                                                                                                                                                                                           
|            | 10.54 | **          |  | Form of Amended and Restated Stock Option
	Agreement dated August 21, 2000 between Registrant (as
	successor to Medical Manager Corporation) and each of Kevin
	Cameron, Charles A. Mele and Anthony Vuolo                                                                 
|            | 10.55 | **          |  | Agreement dated October 8, 2001 between
	Registrant and Martin J. Wygod***                                                                                                                                                                                                 
|            | 21    |             |  | Subsidiaries of Registrant***                                                                                                                                                                                                                                              
|            | 23.1  |             |  | Consent of Ernst & Young LLP, Independent
	Auditors***                                                                                                                                                                                                                     
|            | 24.1  |             |  | Power of Attorney***                                                                                                                                                                                                                                                       



---



| |   |                                                                                        
| | - | ---------------------------------------------------------------------------------------
| | * | Confidential treatment was received with respect
	to certain portions of this document.



| |    |                                             
| | -- | --------------------------------------------
| | ** | Agreement relates to executive compensation.



|    |                                                                    
|--- | -------------------------------------------------------------------
|*** | Previously filed as an exhibit to this Annual
	Report on Form 10-K.

E-5