##### 









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-K/A

Amendment No. 1

to


|   |  |                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------
|þ  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934    
|  
|   |  | For the fiscal year ended December 31,
    2003                                                 
|  
|or
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|  
|   |  | For the transition period
    from           to                                                 

Commission file number: 0-24975



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WebMD Corporation

(Exact name of registrant as specified in its
charter)


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

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

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

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

Common Stock, par value $.0001 per
share

(Title of each class)


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

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

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

As of June 30, 2003, the aggregate market
value of the registrants common stock held by
non-affiliates was approximately $3,109,441,188 (based on the
closing price of the common stock of $10.87 per share on
that date, as reported on the Nasdaq Stock Markets
National Market and, for purposes of this computation only, the
assumption that all of the registrants directors and
executive officers are affiliates). As of March 1, 2004,
there were 309,464,573 shares of WebMD common stock
outstanding.



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##### 






PART III






|         |                                                       
|-------- | ------------------------------------------------------
|Item 10. | Directors and Executive Officers of the
    Registrant

Directors and Executive Officers

The charts below list our directors and executive
officers and are followed by biographic information about them
and a description of certain corporate governance matters.

Directors

|                          |  |     |    |           |  |                                                                  
|------------------------- |  | --- | -- | --------- |  | -----------------------------------------------------------------
|Name                      |  | Age |    | Positions
|                          |  |     |    |          
|Martin J. Wygod(1)        |  |     | 64 |           |  | Chairman of the Board                                            
|Mark J. Adler, M.D.(3)(4) |  |     | 47 |           |  | Director; Chairman of the Compensation Committee                 
|Paul A. Brooke(1)(2)      |  |     | 58 |           |  | Director                                                         
|Neil F. Dimick            |  |     | 54 |           |  | Director                                                         
|Roger C. Holstein(1)      |  |     | 51 |           |  | Director and Chief Executive Officer                             
|James V. Manning(1)(2)(4) |  |     | 57 |           |  | Director; Chairman of the Audit Committee                        
|Herman Sarkowsky(3)(4)    |  |     | 78 |           |  | Director; Chairman of the Nominating Committee                   
|Michael A. Singer         |  |     | 56 |           |  | Director and Chief Executive Officer, WebMD
    Practice Services
|Joseph E. Smith(1)(2)(3)  |  |     | 65 |           |  | Director                                                         



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

For a description of each of the standing
committees of the Board of Directors and other corporate
governance matters, see  Corporate
Governance below.

Executive Officers

|                    |  |     |    |           |  |                                                                                          
|------------------- |  | --- | -- | --------- |  | -----------------------------------------------------------------------------------------
|Name                |  | Age |    | Positions
|                    |  |     |    |          
|Martin J. Wygod     |  |     | 64 |           |  | Chairman of the Board                                                                    
|Roger C. Holstein   |  |     | 51 |           |  | Chief Executive Officer                                                                  
|Andrew C. Corbin    |  |     | 41 |           |  | Executive Vice President and Chief Financial
    Officer                                 
|Wayne T. Gattinella |  |     | 52 |           |  | President, WebMD Health                                                                  
|Tony G. Holcombe    |  |     | 48 |           |  | President, WebMD Envoy                                                                   
|William G. Midgette |  |     | 48 |           |  | Chief Executive Officer, Porex                                                           
|Michael A. Singer   |  |     | 56 |           |  | Chief Executive Officer, WebMD Practice Services                                         
|K. Robert Draughon  |  |     | 43 |           |  | Executive Vice President, Business Development                                           
|Kirk G. Layman      |  |     | 45 |           |  | Executive Vice President, Administration                                                 
|Charles A. Mele     |  |     | 47 |           |  | Executive Vice President, General Counsel and
    Secretary                              
|Anthony Vuolo       |  |     | 46 |           |  | Executive Vice President, Business Development                                           
|Steven Zatz, M.D.   |  |     | 47 |           |  | Executive Vice President, Professional
    Information Services and Chief Medical Officer

1



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##### 



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

Paul A. Brookehas
been 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
Capital, 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.

Andrew C. Corbinhas
served as Executive Vice President and Chief Financial Officer
of WebMD since October 2003. For the seven years prior to that,
Mr. Corbin served in senior financial positions at The
Bisys Group, Inc., a provider of business process outsourcing
services to the financial services industry, most recently as
its Executive Vice President and Chief Financial Officer. Prior
to October 1996, Mr. Corbin held various financial
positions with the following: The Limited, Inc., a retailer;
General Motors Corporation, an automobile manufacturer; and
Ernst & Young, an accounting firm.

Neil F. Dimickhas
been a director of WebMD since December 2002. Mr. Dimick
served as Executive Vice President and Chief Financial Officer
of AmerisourceBergen Corporation, a wholesale distributor of
pharmaceuticals, from 2001 to 2002 and as Senior Executive Vice
President and Chief Financial Officer and a director of Bergen
Brunswig Corporation, a wholesale distributor of
pharmaceuticals, for more than five years prior to its merger in
2001 with AmeriSource Health Corporation to form
AmerisourceBergen. He also serves as a member of the Boards of
Directors of the following companies: Alliance Imaging Inc., a
provider of outsourced diagnostic imaging services to hospitals
and other health care companies; Thoratec Corporation, a
developer of products to treat cardiovascular disease; and
Resources Connection, Inc., an international professional
services firm that provides outsourced services to companies on
a project basis.

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

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

Tony G. Holcombehas
served as President of WebMD Envoy, our Transaction Services
segment, since December 2003. From September 2002 to December
2003, Mr. Holcombe was Chairman and Chief Executive Officer
of Valutec Card Solutions, Inc., a privately held provider of
financial services products to a variety of industries. From May
1999 to September 2002, Mr. Holcombe was President of the
Employer/ Employee Services division of Ceridian Corporation, an
information services company, and from May 1997 to May 1999, he
served as President of the Comdata subsidiary of Ceridian. Prior
to May 1997, Mr. Holcombe served in senior management
positions with National City Corporation, a bank holding
company, the last of which was President and CEO of its National
Processing Company subsidiary, a provider of merchant credit
card processing services and corporate outsourcing solutions.

2



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##### 



Roger C. Holsteinhas been our Chief Executive Officer since May 2003 and a
director since December 2002 and has served in senior executive
positions at WebMD and its predecessors since 1997.
Mr. Holstein was President of WebMD from October 2002 to
May 2003. He served as Chief Executive Officer of WebMD Health,
our Portal Services segment, from June 2001 to October 2002 and
as a member of WebMDs Office of the President from
September 2001 until October 2002. From October 2000 until June
2001, Mr. Holstein was Executive Vice President, Marketing
and Strategic Planning of WebMD. He served as Executive Vice
President  Sales & Marketing and a director
of CareInsite, Inc. from March 1999 until its acquisition by
WebMD in September 2000 and was Executive Vice
President  Marketing and Sales of Synetic, Inc. from
1997 to July 1999. From 1991 to 1996, Mr. Holstein was
Senior Executive Vice President, Marketing and Sales of
Merck-Medco Managed Care, L.L.C., a pharmacy benefits manager,
and its predecessors and from 1996 to 1998, he was a special
consultant to Merck-Medco.

Kirk G. Laymanhas
been Executive Vice President, Administration of WebMD since
April 2002 and, from May 2003 to October 2003, also served as
Acting Chief Financial Officer of WebMD. Mr. Layman has
held senior executive positions at WebMD and its predecessors
since 1997. From September 2000 to April 2002, Mr. Layman
served as Senior Vice President, Finance of WebMD. From March
1999 until its merger with WebMD in September 2000,
Mr. Layman served as Senior Vice President 
Finance and Chief Accounting Officer of Synetic, Inc., which
changed its name to Medical Manager in July 1999 when it
acquired the company of that name. Prior to that, he served as
Vice President  Financial Analysis of Synetic from
May 1997 to March 1999. Prior to joining Synetic,
Mr. Layman was with the accounting firm of Arthur Andersen,
where he was a partner since 1995.

James V. Manninghas
been a director of WebMD since September 2000. He served as a
director of CareInsite, Inc. from 1999 until its acquisition by
WebMD in September 2000. From 1989 until its merger with WebMD
in September 2000, Mr. Manning was a member of the Board of
Synetic, Inc., which changed its name to Medical Manager in July
1999 when it acquired the company of that name. In addition, he
was Vice Chairman of the Board of 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 Merck-Medco Managed Care, L.L.C., a
pharmacy benefits manager, and its predecessors for more than
five years. Mr. Manning is also Chairman of the Board of
Group 1 Software, Inc., a computer software company.

Charles A. Melehas
been Executive Vice President, General Counsel and Secretary of
WebMD since January 2001. Mr. Mele has served in senior
executive positions for WebMD and its predecessors since 1995.
Mr. Mele was Executive Vice President and Co-General
Counsel of WebMD from September 2000 until January 2001. He
served as a director of CareInsite, Inc. from 1998 until its
acquisition by WebMD in September 2000. From March 1998 until
its merger with WebMD in September 2000, Mr. Mele was
Executive Vice President  General Counsel of Synetic,
Inc., which changed its name to Medical Manager in July 1999
when it acquired the company of that name. In addition, he was
Vice President  General Counsel of Synetic from July
1995 to March 1998. Mr. Mele is also a director of Group 1
Software, Inc., a computer software company.

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

Herman Sarkowskyhas
been 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. From 1989
until its merger with WebMD in September 2000,
Mr. Sarkowsky also served as a director of Synetic, Inc.,
which changed its name to Medical Manager in July 1999 when it
acquired the company of that name.

3



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##### 



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

Joseph E. Smithhas
been a director of WebMD since September 2000. Mr. Smith
was a director of CareInsite, Inc. 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 serves on the
Board of Trustees of the International Longevity Center, a
non-profit organization.

Anthony Vuolohas
been Executive Vice President, Business Development of WebMD
since May 2003. Mr. Vuolo has served in several executive
positions at WebMD and its predecessors since 1994. From
September 2000 to May 2003, Mr. Vuolo was Executive Vice
President and Chief Financial Officer of WebMD. From March 1999
until its merger with WebMD in September 2000, Mr. Vuolo
was Senior Vice President  Business Development and
Treasurer of Synetic, Inc., which changed its name to Medical
Manager in July 1999 when it acquired the company of that name.
Prior to that, he was Executive Vice President 
Finance and Administration and Chief Financial Officer of
Synetic from March 1998 until March 1999.

Martin J. Wygodhas
served as Chairman of the Board of Directors of WebMD since
March 2001 and as a director since September 2000. From October
2000 until May 2003, he also served as our Chief Executive
Officer. From September 2000 until October 2000, Mr. Wygod
served as Co-Chief Executive Officer of WebMD. From May 1989
until its merger with WebMD in September 2000, Mr. Wygod
was Chairman of the Board and a director of Synetic, Inc., which
changed its name to Medical Manger in July 1999 when it acquired
the company of that name. For part of that time, he was also
Chief Executive Officer of that company. He also served as
Chairman of the Board of CareInsite, Inc. from 1999 until its
acquisition by WebMD in September 2000. He is also engaged in
the business of racing, boarding and breeding thoroughbred
horses, and is President of River Edge Farm, Inc.

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

No family relationship exists among any of our
directors or executive officers. No arrangement or understanding
exists between any director or executive officer of WebMD and
any other person pursuant to which any of them were selected as
a director or executive officer, 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.

Corporate Governance

Board of Directors.Our Board of Directors has nine members. Three of the members
are also employees of WebMD: Mr. Holstein, Chief Executive
Officer of WebMD; Mr. Singer, Chief Executive Officer of
WebMD Practice Services; and Mr. Wygod, Chairman of the
Board. Six of the members are

4



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non-employee directors: Dr. Adler and
Messrs. Brooke, Dimick, Manning, Sarkowsky and Smith. Our
Board of Directors has determined that each of the non-employee
directors is also an independent director under applicable SEC
rules and NASDAQ Stock Market listing standards. The
non-employee directors meet regularly without any employee
directors or other WebMD employees present.


Our Board of Directors is divided into three
classes, each of which currently has three directors. At each
Annual Meeting, the term of one of the classes of directors
expires and WebMD stockholders vote to elect nominees for the
directorships in that class for a new three-year term. The terms
of Dr. Adler and Messrs. Sarkowsky and Singer will
expire at our Annual Meeting of Stockholders in 2004; the terms
of Messrs. Dimick, Holstein and Smith will expire at our
Annual Meeting in 2005; and the terms of Messrs. Brooke,
Manning and Wygod will expire at our Annual Meeting in 2006. Our
Board of Directors met 15 times during 2003.

Our Board of Directors currently has four
standing committees: an Executive Committee, a Compensation
Committee, an Audit Committee, and a Nominating Committee. The
Compensation Committee, the Audit Committee and the Nominating
Committee each have the authority to retain such outside
advisors as they may determine to be appropriate.

WebMDs Board of Directors encourages its
members to attend our Annual Meetings of Stockholders. All three
WebMD directors who are also employees attended the 2003 Annual
Meeting and four of our six non-employee directors attended the
2003 Annual Meeting. Our Board of Directors encourages our
security holders to communicate in writing to our directors.
Security holders may send written communications to our Board of
Directors or to specified individual directors by sending such
communications care of the Corporate Secretarys Office,
WebMD Corporation, 669 River Drive, Center 2, Elmwood
Park, New Jersey 07407-1361. Such communications will be
reviewed by our Legal Department and, depending on the content,
will be:



| |   |                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | forwarded to the addressees or distributed at the
    next scheduled Board meeting; or                                                                                                              
|
| |  | if they relate to financial or accounting
    matters, forwarded to the Audit Committee or discussed at the
    next scheduled Audit Committee meeting; or                                          
|
| |  | if they relate to the recommendation of the
    nomination of an individual, forwarded to the Nominating
    Committee or discussed at the next scheduled Nominating
    Committee meeting; or      
|
| |  | if they relate to the operations of WebMD,
    forwarded to the appropriate officers of WebMD, and the response
    or other handling reported to the Board at the next scheduled
    Board meeting.

Executive Committee.The Executive Committee, which met five times during 2003, is
currently comprised of Messrs. Brooke, Holstein, Manning,
Smith and Wygod. The Executive Committee has the power to
exercise, to the fullest extent permitted by law, the powers of
the entire Board.

Audit Committee.The
Audit Committee, which met 14 times during 2003, is currently
comprised of Messrs. Brooke, Manning and Smith and
Mr. Manning is its Chairman. Each of the members of the
Audit Committee meets the standards of independence applicable
to audit committee members under applicable SEC rules and NASDAQ
Stock Market listing standards. In addition, the Board of
Directors of WebMD has determined that Mr. Manning
qualifies as an audit committee financial expert, as
that term is used in applicable SEC regulations implementing
Section 407 of the Sarbanes-Oxley Act of 2002, based on his
training and experience as a certified public accountant,
including as a partner of a major accounting firm, and his
services as a senior executive and Chief Financial Officer of
public companies. The Audit Committee is responsible for, among
other things:



| |   |                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------
| |  | retaining and overseeing our independent auditors
    and evaluating their performance and independence;
|
| |  | reviewing our annual audit plan with WebMDs
    management and independent auditors;                   
|
| |  | pre-approving any permitted non-audit services
    provided by our independent auditors;                

5



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| |   |                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | approving the fees to be paid to our independent
    auditors;                                                                                            
|
| |  | reviewing the adequacy and effectiveness of our
    internal controls with WebMDs management, internal
    auditors and independent auditors;            
|
| |  | reviewing the annual audited financial statements
    and the interim unaudited financial statements with WebMDs
    management and independent auditors;
|
| |  | approving our internal audit plan and reviewing
    reports of our internal auditors;                                                                     
|
| |  | determining whether to approve related party
    transactions; and                                                                                        
|
| |  | overseeing the administration of WebMDs
    Code of Business Conduct.                                                                                    

The Audit Committee operates under a written
charter adopted by the Board of Directors. A copy of the
charter, as amended, has been filed as Exhibit 99.1 to this
Annual Report. A copy of WebMDs Code of Business Conduct,
as amended, has been filed as Exhibit 14.1 to this Annual
Report. WebMDs Code of Business Conduct applies to all
directors and employees of WebMD. Any waiver of applicable
requirements in the Code of Business Conduct that is granted to
any of our directors, to our principal executive officer, to any
of our senior financial officers (including our principal
financial officer, principal accounting officer or controller)
or to any other person who is an executive officer of WebMD
requires the approval of the Audit Committee and will be
disclosed on our corporate website, www.webmd.com, in the
About WebMD section.

Compensation
Committee.The Compensation Committee,
which met eight times during 2003, is currently comprised of
Dr. Adler and Messrs. Sarkowsky and Smith and
Dr. Adler is its Chairman. Each of these directors is a
non-employee director within the meaning of Section 16 of
the Securities Exchange Act, an outside director within the
meaning of Section 162(m) of the Internal Revenue Code and
an independent director under applicable NASDAQ Stock Market
listing standards. The responsibilities of the Compensation
Committee include:



| |   |                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------
| |  | administration of our executive compensation
    program and our equity compensation plans;                 
|
| |  | determination of compensation levels for and
    grants of options to our executive officers; and           
|
| |  | review of and making recommendations regarding
    other matters relating to WebMDs compensation practices.

The Compensation Committee operates under a
written charter adopted by the Board of Directors. A copy of the
charter has been filed as Exhibit 99.2 to this Annual
Report.

Nominating
Committee.The Nominating Committee,
which met once during 2003, is currently comprised of
Dr. Adler and Messrs. Sarkowsky and Manning and
Mr. Sarkowsky is its Chairman. Each of these directors is
an independent director under applicable NASDAQ Stock Market
listing standards. The Nominating Committee responsibilities
include:



| |   |                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------
| |  | identifying individuals qualified to become Board
    members;                                        
|
| |  | recommending to the Board the director nominees
    for each Annual Meeting of Stockholders; and      
|
| |  | recommending to the Board candidates for filling
    vacancies that may occur between Annual Meetings.

The Nominating Committee operates pursuant to a
charter adopted by the Board of Directors. A copy of the
charter, as amended, has been filed as Exhibit 99.3 to this
Annual Report. The Nominating Committee has not adopted specific
objective requirements for service on the WebMD Board. Instead,
the Nominating Committee will consider various factors in
determining whether to recommend to the Board potential new
Board members, or the continued service of existing members,
including:



| |   |                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the amount and type of the potential
    nominees managerial and policy-making experience in
    complex organizations and whether any such experience is
    particularly relevant to WebMD;

6



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| |   |                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | any specialized skills or experience that the
    potential nominee has and whether such skills or experience are
    particularly relevant to WebMD;                                                                                                                             
|
| |  | in the case of non-employee directors, whether
    the potential nominee has sufficient time to devote to service
    on the WebMD Board and the nature of any conflicts of interest
    or potential conflicts of interest arising from the
    nominees existing relationships;
|
| |  | in the case of non-employee directors, whether
    the nominee would be an independent director and would be
    considered a financial expert or financially
    literate under applicable listing standards of The NASDAQ
    Stock Market and applicable law;              
|
| |  | in the case of potential new members, whether the
    nominee assists in achieving a mix of Board members that
    represents a diversity of background and experience, including
    with respect to age, gender, race, areas of expertise and
    skills; and                   
|
| |  | in the case of existing members, the
    nominees contributions as a member of the Board during his
    or her prior service.                                                                                                                                                    

The Nominating Committee will consider candidates
recommended by stockholders in the same manner as described
above. Any such recommendation should be sent in writing to the
Nominating Committee, care of Secretary, WebMD Corporation, 669
River Drive, Center 2, Elmwood Park, New Jersey 07407-1361. To
facilitate consideration by the Nominating Committee, the
recommendation should be accompanied by a full statement of the
qualifications of the recommended nominee, the consent of the
recommended nominee to serve as a director of WebMD if nominated
and to be identified in WebMDs proxy materials and the
consent of the recommending stockholder to be named in
WebMDs proxy materials. The recommendation and related
materials will be provided to the Nominating Committee for
consideration at its next regular meeting.

Compensation Committee Interlocks and Insider
Participation

The current members of the Compensation Committee
of our Board of Directors are Mark J. Adler, M.D., Herman
Sarkowsky and Joseph E. Smith. Neil F. Dimick also served
as a member of the Compensation Committee for a portion of 2003.

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.

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 during or with
respect to our most recent fiscal year, 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.

7



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##### 








|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

Executive Compensation

The following table sets forth information
concerning the compensation earned for services rendered to
WebMD by the named executive officers, which is
defined under SEC rules to include a companys chief
executive officer and other specified highly compensated
executive officers. In accordance with SEC rules, 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 and 10% of any officers salary and bonus
disclosed in this table.

Summary Compensation Table

|                            |                           |      |      |                     |  |              |           |                 |     |              |         |              |  |  |   |        |     |  |         |           |  |  |   |         |    
|--------------------------- | ------------------------- | ---- | ---- | ------------------- |  | ------------ | --------- | --------------- | --- | ------------ | ------- | ------------ |  |  | - | ------ | --- |  | ------- | --------- |  |  | - | ------- | ---
|                            |                           |      |      |                     |  |              |           |                 |     | Long-Term    |         |             
|                            |                           |      |      |                     |  |              |           |                 |     | Compensation |         |             
|                            |                           |      |      |                     |  | Awards       |           |                
|                            |                           |      |      | Annual Compensation |  |              |           |                
|                            |                           |      |      |                     |  | Securities   |           |                
|                            |                           |      |      |                     |  | Other Annual |           | Underlying      |     | All Other   
|Name and Principal Position |                           | Year |      | Salary($)           |  | Bonus($)     |           | Compensation($) |     | Options(#)   |         | Compensation
|                            |                           |      |      |                     |  |              |           |                 |     |              |         |             
|Martin J. Wygod             |                           |      | 2003 |                     |  | $            | 1,308,900 |                 |     |              |        |              |  |  |  |        |     |  |        |           |  |  |  |        
|                            | Chairman of the Board     |      |      | 2002                |  |              |           | 1,400,000       |     |              | $       | 475,000      |  |  |   |       |     |  |         |          |  |  |   |        |    
|                            | (former Chief Executive   |      |      | 2001                |  |              |           | 350,750         |     |              |         |             |  |  |   |       |     |  |         | 1,395,000 |  |  |   |        |    
|                            | Officer)(1)               |      |      |                     |  |              |           |                 |     |              |         |              |  |  |   |        |     |  |         |           |  |  |   |         |    
|                           
|Roger C. Holstein           |                           |      | 2003 |                     |  |              | 861,538   |                 |     |              |        |              |  |  |  |        |     |  | 500,000 |           |  |  |  |        
|                            | Chief Executive Officer   |      |      | 2002                |  |              |           | 480,000         |     |              |         | 450,000      |  |  |   |       |     |  |         | 1,000,000 |  |  |   |        |    
|                            | (former President)(1)     |      |      | 2001                |  |              |           | 450,000         |     |              |         | 175,000      |  |  |   |       |     |  |         | 500,000   |  |  |   |        |    
|                           
|K. Robert Draughon          |                           |      | 2003 |                     |  |              | 450,000   |                 |     |              | 90,000  |              |  |  |  |        |     |  |        |           |  |  |  |        
|                            | Executive Vice President, |      |      | 2002                |  |              |           | 450,000         |     |              |         | 60,000       |  |  |   |       |     |  |         |          |  |  |   |        |    
|                            | Business Development      |      |      | 2001                |  |              |           | 450,000         |     |              |         | 90,000       |  |  |   |       |     |  |         | 775,000   |  |  |   |        |    
|                           
|Wayne T. Gattinella         |                           |      | 2003 |                     |  |              | 450,000   |                 |     |              | 125,000 |              |  |  |  |        |     |  |        |           |  |  |  |        
|                            | President, WebMD Health   |      |      | 2002                |  |              |           | 410,000         |     |              |         | 165,000      |  |  |   |       |     |  |         |          |  |  |   |        |    
|                            |                           |      |      | 2001                |  |              |           | 146,154         | (2) |              |         | 60,000       |  |  |   |       |     |  |         | 600,000   |  |  |   |        |    
|                           
|Kirk G. Layman              |                           |      | 2003 |                     |  |              | 450,000   |                 |     |              |        |              |  |  |  |        |     |  |        |           |  |  |  |        
|                            | Executive Vice President, |      |      | 2002                |  |              |           | 412,500         |     |              |         | 100,000      |  |  |   |       |     |  |         |          |  |  |   |        |    
|                            | Administration            |      |      | 2001                |  |              |           | 300,000         |     |              |         | 150,000      |  |  |   |       |     |  |         | 500,000   |  |  |   |        |    
|                           
|Charles A. Mele             |                           |      | 2003 |                     |  |              | 450,000   |                 |     |              |        |              |  |  |  |        |     |  |        |           |  |  |  |        
|                            | Executive Vice President, |      |      | 2002                |  |              |           | 450,000         |     |              |         | 350,000      |  |  |   |       |     |  |         |          |  |  |   |        |    
|                            | General Counsel and       |      |      | 2001                |  |              |           | 450,000         |     |              |         | 100,000      |  |  |   |       |     |  |         | 500,000   |  |  |   |        |    
|                            | Secretary                 |      |      |                     |  |              |           |                 |     |              |         |              |  |  |   |        |     |  |         |           |  |  |   |         |    
|                           
|Michael A. Singer           |                           |      | 2003 |                     |  |              | 450,000   |                 |     |              |        |              |  |  |  |        |     |  |        |           |  |  |  |        
|                            | Chief Executive Officer,  |      |      | 2002                |  |              |           | 450,000         |     |              |         | 170,000      |  |  |   |       |     |  |         |          |  |  |   |        |    
|                            | WebMD Practice Services   |      |      | 2001                |  |              |           | 450,000         |     |              |         | 100,000      |  |  |   |       |     |  |         | 500,000   |  |  |   |        |    
|                           
|Anthony Vuolo               |                           |      | 2003 |                     |  |              | 450,000   |                 |     |              |        |              |  |  |  |        |     |  |        |           |  |  |  |        
|                            | Executive Vice President, |      |      | 2002                |  |              |           | 450,000         |     |              |         | 200,000      |  |  |   |       |     |  |         |          |  |  |   |        |    
|                            | Business Development      |      |      | 2001                |  |              |           | 450,000         |     |              |         | 100,000      |  |  |   |       |     |  |         | 500,000   |  |  |   |        |    
|                            | (former Chief             |      |      |                     |  |              |           |                 |     |              |         |              |  |  |   |        |     |  |         |           |  |  |   |         |    
|                            | Financial Officer)(3)     |      |      |                     |  |              |           |                 |     |              |         |              |  |  |   |        |     |  |         |           |  |  |   |         |    
|                           
|Thomas P. Apker             |                           |      | 2003 |                     |  |              | 450,000   |                 |     |              |        |              |  |  |  |        |     |  |        |           |  |  |  |        
|                            | Former Chief Executive    |      |      | 2002                |  |              |           | 412,500         |     |              |         | 75,000       |  |  | $ | 68,165 | (5) |  |         |          |  |  | $ | 108,428 | (6)
|                            | Officer, WebMD            |      |      | 2001                |  |              |           | 310,577         |     |              |         | 100,000      |  |  |   |       |     |  |         | 240,000   |  |  |   |        |    
|                            | Envoy(4)                  |      |      |                     |  |              |           |                 |     |              |         |              |  |  |   |        |     |  |         |           |  |  |   |         |    



---



|    |                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Mr. Holstein succeeded Mr. Wygod as our
    Chief Executive Officer in May 2003. Mr. Wygod continues to
    serve as our Chairman of the Board. See below, under
    Compensation Arrangements with Executive Officers,
    the sections entitled Arrangements with Martin J.
    Wygod and Arrangements with Roger C. Holstein.

8



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##### 





|    |                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Gattinella was not employed by WebMD
    prior to August 20, 2001. As a result, only compensation
    that we paid to Mr. Gattinella beginning on that date is
    reflected in this table.
|   
|(3) | In May 2003, Mr. Vuolo became Executive Vice
    President, Business Development and ceased to be our Chief
    Financial Officer.                                                             
|   
|(4) | In December 2003, Mr. Apker ceased to be an
    executive officer of WebMD.                                                                                                                    
|   
|(5) | Amount paid to Mr. Apker for taxes payable
    by him as a result of the reimbursement of relocation expenses.                                                                                 
|   
|(6) | Amount paid to reimburse Mr. Apker for
    relocation expenses.                                                                                                                                



---

The following table presents information
concerning the options to purchase our common stock granted
during the fiscal year ended December 31, 2003 to our named
executive officers.

Option Grants in Fiscal 2003

|                    |  |            |         |               |  |            |      |            |  |               |      |  |  |  |        |  |  |   |           |    
|------------------- |  | ---------- | ------- | ------------- |  | ---------- | ---- | ---------- |  | ------------- | ---- |  |  |  | ------ |  |  | - | --------- | ---
|                    |  | Number of  |         | Percent of    |  |            |      |            |  |              
|                    |  | Securities |         | Total Options |  | Exercise   |      |            |  |              
|                    |  | Underlying |         | Granted       |  | or         |      |            |  |              
|                    |  | Options    |         | to Employees  |  | Base Price |      | Expiration |  | Grant Date   
|Name                |  | Granted    |         | in 2003       |  | Per Share  |      | Date       |  | Present Value
|                    |  |            |         |               |  |            |      |            |  |              
|Martin J. Wygod     |  |            |        |               |  |            |     |            |  |               |     |  |  |  |       |  |  |   |          |    
|Roger C. Holstein   |  |            | 500,000 | (1)           |  |            | 4.1% | (2)        |  | $             | 8.89 |  |  |  | 5/6/13 |  |  | $ | 3,254,070 | (3)
|K. Robert Draughon  |  |            |        |               |  |            |     |            |  |               |     |  |  |  |       |  |  |   |          |    
|Wayne T. Gattinella |  |            |        |               |  |            |     |            |  |               |     |  |  |  |       |  |  |   |          |    
|Kirk G. Layman      |  |            |        |               |  |            |     |            |  |               |     |  |  |  |       |  |  |   |          |    
|Charles A. Mele     |  |            |        |               |  |            |     |            |  |               |     |  |  |  |       |  |  |   |          |    
|Michael A. Singer   |  |            |        |               |  |            |     |            |  |               |     |  |  |  |       |  |  |   |          |    
|Anthony Vuolo       |  |            |        |               |  |            |     |            |  |               |     |  |  |  |       |  |  |   |          |    
|Thomas P. Apker     |  |            |        |               |  |            |     |            |  |               |     |  |  |  |       |  |  |   |          |    



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | These options vest and become exercisable with
    respect to 20% of the shares on the first, second, third, fourth
    and fifth anniversaries of the date of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(2) | Based upon the total number of options that we
    granted to our employees during 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(3) | The estimated grant date present value reflected
    in the above table is determined using the Black-Scholes model.
    The material assumptions and adjustments incorporated in the
    Black-Scholes model in estimating the value of the options
    reflected in the above table include the following: (a) the
    respective option exercise prices, (b) the exercise of
    options within three years of the date that they become
    exercisable, (c) a risk-free interest rate of
    1.28% per annum, (d) volatility of 0.9 and (e) no
    dividends are paid on WebMD common stock. 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.



---

9



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##### 



The following table sets forth information with
respect to the named executive officers concerning exercisable
and unexercisable options held as of December 31, 2003.

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

|                    |  |             |         |                |  |                        |           |                         |  |                |           |                  |  |  |           |  |  |   |           |  |  |   |           | 
|------------------- |  | ----------- | ------- | -------------- |  | ---------------------- | --------- | ----------------------- |  | -------------- | --------- | ---------------- |  |  | --------- |  |  | - | --------- |  |  | - | --------- | 
|                    |  |             |         |                |  |                        |           |                         |  |               
|                    |  |             |         |                |  | Number of              |           |                        
|                    |  |             |         |                |  | Securities Underlying  |           | Value of Unexercised   
|                    |  |             |         |                |  | Unexercised Options at |           | In-the-Money Options at
|                    |  | Shares      |         |                |  | December 31, 2003      |           | December 31, 2003($)(2)
|                    |  | Acquired on |         | Value          |  |                        |           |                        
|Name                |  | Exercise(#) |         | Realized($)(1) |  | Exercisable            |           | Unexercisable           |  | Exercisable($) |           | Unexercisable($)
|                    |  |             |         |                |  |                        |           |                         |  |                |           |                 
|Martin J. Wygod     |  |             | 300,000 | (3)            |  | $                      | 1,410,000 |                         |  |                | 3,646,999 |                  |  |  | 1,082,001 |  |  | $ | 3,219,234 |  |  | $ | 2,585,406 | 
|Roger C. Holstein   |  |             |        |                |  |                        |          |                         |  |                | 2,533,033 |                  |  |  | 1,700,967 |  |  |   | 2,509,331 |  |  |   | 3,600,669 | 
|K. Robert Draughon  |  |             | 248,674 |                |  |                        | 318,683   |                         |  |                | 761,459   |                  |  |  | 363,542   |  |  |   | 1,787,296 |  |  |   | 906,962   | 
|Wayne T. Gattinella |  |             |        |                |  |                        |          |                         |  |                | 300,000   |                  |  |  | 300,000   |  |  |   | 1,254,000 |  |  |   | 1,254,000 | 
|Kirk G. Layman      |  |             |        |                |  |                        |          |                         |  |                | 1,344,666 |                  |  |  | 352,834   |  |  |   | 1,853,331 |  |  |   | 926,669   | 
|Charles A. Mele     |  |             |        |                |  |                        |          |                         |  |                | 2,081,150 |                  |  |  | 436,850   |  |  |   | 1,853,331 |  |  |   | 926,669   | 
|Michael A. Singer   |  |             |        |                |  |                        |          |                         |  |                | 2,802,083 |                  |  |  | 447,917   |  |  |   | 1,853,331 |  |  |   | 926,669   | 
|Anthony Vuolo       |  |             |        |                |  |                        |          |                         |  |                | 1,895,250 |                  |  |  | 452,250   |  |  |   | 3,412,706 |  |  |   | 926,669   | 
|Thomas P. Apker     |  |             |        |                |  |                        |          |                         |  |                | 520,000   |                  |  |  | 80,000    |  |  |   | 1,966,000 |  |  |   | 444,800   | 



---



|    |                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The value realized is calculated based on the
    amount by which the aggregate market price, on the date of
    exercise, of the shares received exceeded the aggregate exercise
    price paid, regardless of whether such shares were sold or
    retained by the optionholder on that date.
|   
|(2) | The value of unexercised in-the-money options is
    calculated based on the closing market price per share of our
    common stock as of December 31, 2003, which was $8.99, net
    of the applicable option exercise price per share.                                                       
|   
|(3) | Mr. Wygod has retained, through the date of this
    Annual Report, ownership of the shares acquired on exercise.                                                                                                                                                                              

Compensation Arrangements with Executive
Officers



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

We are party to an employment agreement, dated
October 23, 2002, with Roger C. Holstein which provides for
an employment period through December 31, 2007. In May
2003, Mr. Holstein, who until that time had served as our
President, began serving as our Chief Executive Officer. In
connection with his appointment as Chief Executive Officer, his
annual base salary was increased from $600,000 to $1,000,000 and
he received a grant of non-qualified options to purchase
500,000 shares of our common stock at an exercise price of
$8.89 per share. The options vest ratably over five years.
Mr. Holstein received a bonus of $450,000 for the year
ended December 31, 2002. Mr. Holstein is eligible to
receive an annual bonus of up to 100% of his base salary in the
event that WebMD attains certain specified performance goals.

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

10



---



##### 



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

Mr. Holstein may also terminate his
employment upon 30 days notice at any time after the
11 month anniversary of the date on which Mr. Wygod
ceases to serve as Chairman of the Board. If this occurs:
(a) Mr. Holstein would be entitled to salary
continuation from the date of termination through the second
anniversary thereof; (b) his participation in our benefit
plans (or comparable plans) would continue for the duration of
the severance period; and (c) all options granted to
Mr. Holstein which have not vested prior to the date of
termination would be vested as of the date of termination and
all such options would remain outstanding as if
Mr. Holstein remained in the employ of WebMD until the
earlier of (i) five years from the date of termination and
(ii) the date on which the stock option would have expired
under the terms of the applicable stock option plan or
agreement. Mr. Holstein (or his estate) would have the same
rights in the event of Mr. Holsteins permanent
disability (as defined in the employment agreement) or his
death.

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

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

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



| |                                      
| | -------------------------------------
| | Arrangements with 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. In accordance with the terms
of the employment agreement, Mr. Wygod has elected to serve
solely as Chairman of the Board and to perform duties
commensurate with that position; his resignation as Chief
Executive Officer did not result in the termination of his
employment agreement or in any change in his compensation or the
other terms of his employment, except that his annual base
salary was reduced from $1,400,000 to $1,260,000.

In the event of termination of
Mr. Wygods employment by us without cause
or by Mr. Wygod for good reason, as those terms
are defined in his employment agreement, Mr. Wygod would
become a consultant for us and would be entitled to receive his
salary and continuation of benefits for two years or, if longer,
the expiration of the term of the employment period. In
addition, all options, or other forms of equity compensation,
granted to Mr. Wygod which have not vested prior to the
date of termination would be vested as of the date of
termination and, assuming there has not been a change in
control (as defined in the employment agreement), would
continue to be exercisable as long as he remains a consultant
(or longer if the plan or agreement expressly provided). In the
event that Mr. Wygods employment is terminated due to
death or disability, he would receive the same benefits as
described above.

The employment agreement provides that in the
event of a change in control (as defined in the
employment agreement, which definition includes certain business
combination transactions) of WebMD

11



---



##### 



all outstanding options and other forms of equity
compensation would become immediately vested on the date of the
change in control and, if following the change in control,
Mr. Wygods employment terminates for any reason other
than cause, they will continue to be exercisable until the tenth
anniversary of the applicable date of grant. A change in control
is also an event that constitutes good reason for
purposes of a termination by Mr. Wygod.


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

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



| |                                         
| | ----------------------------------------
| | Arrangements with K. Robert
    Draughon

In connection with our acquisition of WebMD,
Inc., we became party to an employment agreement effective
February 1, 1998 with K. Robert Draughon which, as modified
by a letter agreement dated September 12, 2000, is
described below. The employment agreement provides for
Mr. Draughons appointment as our Executive Vice
President, Business Development. Pursuant to the employment
agreement, Mr. Draughon is to receive an annual base salary
of $450,000 and is entitled to participate in any bonus program
established by us for our senior executive officers.

In the event of the termination of
Mr. Draughons employment due to his death or
disability, by us without cause or by
Mr. Draughon with or without good reason, as
those terms are defined in Mr. Draughons employment
agreement, he would be entitled to continuation of his base
salary for twelve months and continuation of benefit plans for
twelve months. In addition, all options granted to
Mr. Draughon prior to December 31, 2000 which have not
vested prior to the date of termination would be vested as of
the date of termination and all such options would continue to
be exercisable until the tenth anniversary of the applicable
date of grant.

In October 2000, as a means to ensure the
retention of Mr. Draughon, WebMD and Mr. Draughon
agreed that so long as he remained in our employ for a specified
period, which has been completed, he could resign at any time
and receive the benefits described above.

The employment agreement contains confidentiality
obligations, some of which survive indefinitely and some of
which end on the first anniversary of the date employment has
ceased, and non-solicitation and non-competition obligations
that end on the second anniversary of the date employment has
ceased.

The employment agreement contains a tax gross-up
provision relating to any excise taxes that Mr. Draughon
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 Wayne T.
    Gattinella

We are party to an employment agreement dated
August 20, 2001 with Wayne Gattinella, our President, WebMD
Health. Mr. Gattinella currently receives an annual base
salary of $450,000 and is entitled to participate in any bonus
plan instituted for similarly situated employees of the company.
The amount of Mr. Gattinellas bonus is to be
determined in the sole discretion of WebMD.

In the event of the termination of
Mr. Gattinellas employment by us without
cause or by Mr. Gattinella for good
reason, as those terms are defined in
Mr. Gattinellas employment agreement, he would be
entitled to receive a continuation of his base salary for one
year from the date of termination. In addition, the unvested
portion of the option to purchase 600,000 shares of WebMD
common stock granted to Mr. Gattinella at the inception of
his employment will remain outstanding and continue to vest as
if he remained in our employ until the first anniversary of the
date of termination. In addition, in the event of a change
in control, as defined in Mr. Gattinellas
employment agreement, 75% of the unvested

12



---



##### 



portion of the option described above will vest
on the first anniversary of the change in control so long as he
remains in our employ on such date (or such earlier date if
terminated by us without cause or by Mr. Gattinella for
good reason).


If Mr. Gattinella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. Gattinella would not be entitled to any
additional rights or vesting with respect to the stock options
following the date of termination.

In connection with Mr. Gattinellas
employment with us, he signed a Key Employee Agreement which
contains confidentiality obligations that survive indefinitely
and non-solicitation and non-competition obligations that end on
the first anniversary of the date employment has ceased.



| |                                     
| | ------------------------------------
| | Arrangements with Kirk G.
    Layman

We entered into a five year employment agreement
with Kirk G. Layman, our Executive Vice President,
Administration, on September 11, 2000. Mr. Layman
currently receives an annual base salary of $450,000 and is
entitled to participate in any bonus program established by us
for our senior executive officers.

In the event of the termination of
Mr. Laymans employment due to his death or
disability, by us without cause or by
Mr. Layman for good reason, as those terms are
defined in Mr. Laymans employment agreement, he would
be entitled to receive a continuation of his base salary for one
year from the date of termination. In addition, any options
granted to Mr. Layman on or prior to June 5, 2000 that
have not vested as of the date of termination will vest in full
on the date of termination and, together with any already vested
options, remain exercisable for one year from the date of
termination (or three years for those options granted prior to
June 5, 2000 if, at the time of termination, Martin J.
Wygod is no longer serving as Chief Executive Officer, Chairman
of the Board, or a senior executive officer of our company). In
addition, the option to purchase 100,000 shares granted on
August 21, 2000 will also vest in full if
Mr. Laymans employment is terminated by us without
cause or by Mr. Layman for good reason and will remain
exercisable for its full ten year term.

If Mr. Layman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. Layman would not be entitled to any
additional rights or vesting with respect to the stock options
following the date of termination.

Mr. Laymans employment agreement is
also subject to confidentiality obligations that 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, unless otherwise
specifically agreed to by Mr. Mele and WebMD in writing. A
change in control (which is defined in the employment agreement)
of WebMD is an event that constitutes good reason.

13



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##### 



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

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

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



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

We are party to an employment agreement with
Michael A. Singer, Chief Executive Officer, WebMD Practice
Services, 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 for a period of
two years and (ii) continued participation in our benefit
plans (or comparable plans) for the duration of the severance
period or, if earlier, until he is eligible for comparable plans
with a subsequent employer. In addition, the option granted to
Mr. Singer on June 5, 2000 will be deemed fully vested
and exercisable on the date of termination and would remain
exercisable for the duration of the severance period. If a
change in control (as defined in the employment agreement)
occurs, Mr. Singer may resign for good reason at any time
after the six month anniversary of the change in control (or
immediately if the incumbent directors did not approve the
change in control).

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

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

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

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



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

We are party to an employment agreement with
Anthony Vuolo which provides for an employment period through
July 1, 2006. Mr. Vuolo served as our Executive Vice
President, Chief Financial Officer until May 15, 2003, at
which time he became our Executive Vice President, Business
Development. 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.

14



---



##### 



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

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



| |                                      
| | -------------------------------------
| | Arrangements with Thomas P.
    Apker

We entered into a transition agreement with
Thomas P. Apker, who until December 2003 served as Chief
Executive Officer of WebMD Envoy, which provides for him to
assist the new President of WebMD Envoy and assist the Chief
Executive Officer of WebMD on special projects through June
2004, at which time his employment will terminate. We have
agreed to continue to pay to him his salary, as severance, for a
period of six months after his departure date. During such
period (or, if earlier, until he is eligible for comparable
coverage with a subsequent employer), we will also pay a portion
of his COBRA payment equal to the amount we pay for active
employees with similar coverage. Mr. Apker remains subject
to confidentiality obligations that survive indefinitely and
non-solicitation and non-competition obligations that end on the
first anniversary of his departure date.

Compensation of Non-Employee
Directors

Our non-employee directors each receive an annual
retainer of $25,000. Members of the Audit Committee receive an
additional annual retainer of $15,000. Directors do not receive
per meeting fees, but they are entitled to reimbursement for all
reasonable out-of-pocket expenses incurred in connection with
their attendance at Board and Board committee meetings. In
addition, Messrs. Brooke, Manning, Sarkowsky and Smith and
Dr. Adler each received $30,000 for their service during
the fourth quarter of 2003 and will each receive $15,000 for
their service during the first quarter of 2004, as members of a
Special Committee of the Board to oversee matters relating to
the investigations described in Legal
Proceedings  Investigations by United States Attorney
for the District of South Carolina and the SEC. Members of
the Special Committee will continue to receive compensation for
their service on that committee.

Our non-employee directors are eligible to
receive stock options under our 2000 Long-Term Incentive Plan
and our 1996 Stock Plan. All non-employee directors receive
stock options pursuant to automatic grants of stock options
under our 2000 Long-Term Incentive Plan annually on January 1.
Messrs. Brooke, Dimick, Manning, Sarkowsky and Smith and
Dr. Adler each received automatic annual grants of options
to purchase 20,000 shares of WebMD common stock in January
2003 (with an exercise price of $8.55 per share) and
January 2004 (with an exercise price of $8.99 per share).

15



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##### 








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

Security Ownership of Certain Beneficial
Owners and Management

The following table sets forth information with
respect to the beneficial ownership of WebMD common stock, as of
April 15, 2004 (except where otherwise indicated), by each
person or entity known by us to beneficially own more than 5% of
our common stock, by each of our directors, by each of our named
executive officers, as described below under Executive
Compensation, and by all of our directors and executive
officers as a group. Except as indicated in the footnotes to
this table, and subject to applicable community property laws,
the persons listed in the table below have sole voting and
investment power with respect to all shares of our common stock
shown as beneficially owned by them. Unless otherwise indicated,
the address of each of the beneficial owners identified is
c/o WebMD Corporation, 669 River Drive, Center 2, Elmwood
Park, New Jersey 07407-1361.

|                                                                 |                             |          |            |          |  |              |            |                |  |  |            |  |  |  |      |   | 
|---------------------------------------------------------------- | --------------------------- | -------- | ---------- | -------- |  | ------------ | ---------- | -------------- |  |  | ---------- |  |  |  | ---- | - | 
|                                                                 |                             | Common   |            |          |  |              |            | Percent of    
|Name and Address of Beneficial Owner                             |                             | Stock(1) |            | Other(2) |  | Total Shares |            | Outstanding(2)
|                                                                 |                             |          |            |          |  |              |            |               
|FMR Corp.                                                        |                             |          | 45,738,086 | (3)      |  |              | 226,708    |                |  |  | 45,964,794 |  |  |  | 14.8 | %
|                                                                 | 82 Devonshire Street        |          |            |          |  |              |            |                |  |  |            |  |  |  |      |   | 
|                                                                 | Boston, Massachusetts 02109 |          |            |          |  |              |            |                |  |  |            |  |  |  |      |   | 
|Mark J. Adler, M.D.                                              |                             |          | 32,600     | (4)      |  |              | 109,749    |                |  |  | 142,349    |  |  |  | *    |  
|Thomas P. Apker                                                  |                             |          | 16,500     | (5)      |  |              | 520,000    |                |  |  | 536,500    |  |  |  | *    |  
|Paul A. Brooke                                                   |                             |          | 371,667    | (6)      |  |              | 83,749     |                |  |  | 455,416    |  |  |  | *    |  
|Neil F. Dimick                                                   |                             |          |           |          |  |              | 14,166     |                |  |  | 14,166     |  |  |  | *    |  
|K. Robert Draughon                                               |                             |          | 37,700     | (5)      |  |              | 876,042    |                |  |  | 913,742    |  |  |  | *    |  
|Wayne T. Gattinella                                              |                             |          | 37,830     | (5)      |  |              | 300,000    |                |  |  | 337,830    |  |  |  | *    |  
|Roger C. Holstein                                                |                             |          | 124,893    | (7)      |  |              | 2,820,533  |                |  |  | 2,945,426  |  |  |  | *    |  
|Kirk G. Layman                                                   |                             |          | 45,281     | (8)      |  |              | 1,480,083  |                |  |  | 1,525,364  |  |  |  | *    |  
|James V. Manning                                                 |                             |          | 859,047    | (9)      |  |              | 121,749    |                |  |  | 980,796    |  |  |  | *    |  
|Charles A. Mele                                                  |                             |          | 327,281    | (10)     |  |              | 2,277,733  |                |  |  | 2,605,014  |  |  |  | *    |  
|Herman Sarkowsky                                                 |                             |          | 570,994    | (11)     |  |              | 383,749    |                |  |  | 954,743    |  |  |  | *    |  
|Michael A. Singer                                                |                             |          | 9,270,325  | (12)     |  |              | 3,083,333  |                |  |  | 12,353,658 |  |  |  | 3.9  | %
|Joseph E. Smith                                                  |                             |          | 29,250     |          |  |              | 109,749    |                |  |  | 138,999    |  |  |  | *    |  
|Anthony Vuolo                                                    |                             |          | 64,729     | (13)     |  |              | 2,091,833  |                |  |  | 2,156,562  |  |  |  | *    |  
|Martin J. Wygod                                                  |                             |          | 7,959,659  | (14)     |  |              | 3,959,499  |                |  |  | 11,919,158 |  |  |  | 3.8  | %
|All executive officers and directors as a group
    (18 persons) |                             |          | 19,590,375 |          |  |              | 19,223,033 |                |  |  | 38,813,408 |  |  |  | 11.7 | %



---



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



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The amounts set forth below for
    Messrs. Apker, Draughon, Gattinella, Holstein, Layman,
    Mele, Singer, Vuolo and Wygod include 200 shares allocated
    to each of them pursuant to the WebMD Corporation Performance
    Incentive Plan, a retirement plan intended to be qualified under
    Section 401(a) of the Internal Revenue Code (which we refer
    to in this table as PIP Shares). The amount set forth below for
    All executive officers and directors as a group
    includes an aggregate of 2,000 PIP Shares. Performance Incentive
    Plan participants do not have dispositive power with respect to
    PIP Shares (including vested PIP Shares) until the shares are
    distributed in accordance with the terms of the Plan.
    Participants will forfeit all rights with respect to unvested
    PIP Shares if they leave WebMD for any reason other than death
    or disability. Generally, one-third of the number of PIP Shares
    allocated to each participant vests on each December 31
    following the allocation. Messrs. Draughon, Gattinella,
    Holstein, Layman, Mele, Singer and Vuolo are beneficial owners
    of shares of common stock of WebMD subject to vesting
    requirements based on continued employment by WebMD (which we
    refer to as Restricted Stock) in the respective amounts stated
    in the

16



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##### 



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | footnotes below. One-third of the shares of
    Restricted Stock vest on March 17 of each of 2005, 2006 and
    2007. Holders of Restricted Stock have voting power, but not
    dispositive power, with respect to unvested shares of Restricted
    Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (2) | Beneficial ownership is determined under the
    rules and regulations of the SEC, which provide that shares of
    common stock that a person has the right to acquire within
    60 days are deemed to be outstanding and beneficially owned
    by that person for the purpose of computing the total number of
    shares beneficially owned by that person and the percentage
    ownership of that person. However, those shares are not deemed
    to be outstanding for the purpose of computing the percentage
    ownership of any other person. Accordingly, we have set forth,
    in the column entitled Other, (a) with respect
    to FMR Corp., the number of shares of WebMD common stock that it
    has the right to acquire upon conversion of $2,100,000 principal
    amount of WebMDs 3.25% Convertible Subordinated Notes
    due 2007 and (b) with respect to each other person listed,
    the number of shares of WebMD common stock that such person has
    the right to acquire pursuant to options that are currently
    exercisable or that will be exercisable within 60 days of
    April 15, 2004. We have calculated the percentages set
    forth in the column entitled Percent of Outstanding
    based on the number of shares outstanding as of April 15,
    2004 (which was 311,167,979) plus, for each listed person or
    group, the number of additional shares deemed outstanding, as
    set forth in the column entitled Other.
|
| | (3) | The information shown is as of December 31,
    2003 and is based upon information disclosed by FMR Corp.,
    Fidelity Management and Research Company, Fidelity Growth
    Company Fund, Abigail P. Johnson and Edward C. Johnson, 3d in a
    Schedule 13G filed with the Commission. Such persons
    reported that FMR Corp. and the other members of the filing
    group have sole power to dispose or to direct the disposition of
    45,964,794 shares of WebMD common stock and sole power to
    vote or to direct the vote of 544,100 shares of WebMD
    Common Stock. Sole power to vote the other shares of WebMD
    common stock beneficially owned by the filing group resides in
    the respective boards of trustees of the funds that have
    invested in the shares. The interest of Fidelity Growth Company
    Fund, an investment company registered under the Investment
    Company Act of 1940, amounted to 25,929,200 shares of WebMD
    common stock as of December 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (4) | Represents 10,000 shares held by
    Dr. Adler, 22,000 shares held by the Adler Family
    Trust and 600 shares held by Dr. Adlers son.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (5) | Includes 200 PIP Shares and 37,500 shares of
    Restricted Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (6) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (7) | Represents 40,436 shares held by
    Mr. Holstein, 957 shares allocated to
    Mr. Holsteins account under a 401(k) Plan, 200 PIP
    Shares and 83,300 shares of Restricted Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (8) | Represents 6,500 shares held by
    Mr. Layman, 1,081 shares allocated to
    Mr. Laymans account under a 401(k) Plan, 200 PIP
    Shares and 37,500 shares of Restricted Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (9) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



|     |                                                                                                                                                                                                                                                                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Represents 90,975 shares held by
    Mr. Mele, 1,622 shares allocated to
    Mr. Meles account under a 401(k) Plan, 200 PIP
    Shares, 37,500 shares of Restricted Stock and
    196,984 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.
|    
|(11) | 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.                                                                                                                                                           
|    
|(12) | Represents 10,000 shares held by
    Mr. Singer, 9,171,875 shares held by MAS 1997 Family
    Limited Partners, the general partner of which is a company
    controlled by Mr. Singer and the sole limited partner of
    which is Mr. Singer, 50,750 shares held by MDDS
    Partnership Limited, the general                                            

17



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##### 



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | partner of which is controlled by Mr. Singer
    and the limited partners of which are Mr. Singer and
    certain of his family members, 200 PIP Shares and
    37,500 shares of Restricted Stock.                                                                                                                                                                                                                                                                                                                                                   
|    
|(13) | Represents 24,833 shares held by
    Mr. Vuolo, 1,610 shares allocated to
    Mr. Vuolos account under a 401(k) Plan, 200 PIP
    Shares, 37,500 shares of Restricted Stock and
    586 shares held by Mr. Vuolos spouse.                                                                                                                                                                                                                                                                                                                          
|    
|(14) | Represents 7,522,296 shares held by
    Mr. Wygod, 200 PIP Shares, 7,600 shares held by
    Mr. Wygods spouse, 161,332 shares held by SYNC,
    Inc., which is controlled by Mr. Wygod, 71,247 shares
    held by Synetic Foundation, Inc., a charitable foundation of
    which Mr. Wygod and Mr. Manning are trustees and share
    voting and dispositive power, and 196,984 shares held by
    the Rose Foundation, a private charitable foundation of which
    Messrs. Wygod and Mele are trustees and share voting and
    dispositive power.

Equity Compensation Plan Information

The following table contains certain information,
as of December 31, 2003, about our equity compensation
plans.

|                                                                  |  |                               |            |                  |  |                              |       |  |  |  |            |       
|----------------------------------------------------------------- |  | ----------------------------- | ---------- | ---------------- |  | ---------------------------- | ----- |  |  |  | ---------- | ------
|                                                                  |  |                               |            | (b)              |  |                             
|                                                                  |  |                               |            | Weighted-        |  | (c)                         
|                                                                  |  |                               |            | average exercise |  | Number of securities        
|                                                                  |  | (a)                           |            | price of         |  | remaining available for     
|                                                                  |  | Number of securities to be    |            | outstanding      |  | future issuance under equity
|                                                                  |  | issued upon exercise of       |            | options,         |  | compensation plans          
|                                                                  |  | outstanding options, warrants |            | warrants and     |  | (excluding securities       
|Plan category(1)                                                  |  | and rights                    |            | rights           |  | reflected in column (a))    
|                                                                  |  |                               |            |                  |  |                             
|Equity compensation plans approved by security
    holders        |  |                               | 34,228,239 |                  |  | $                            | 11.02 |  |  |  | 25,481,275 | (2)   
|Equity compensation plans not approved by
    security holders(3) |  |                               | 26,144,990 |                  |  | $                            | 7.26  |  |  |  | 782,679    | (4)   
|                                                                  |  |                               |            |                  |  |                              |       |  |  |  |            |       
|Total                                                             |  |                               | 60,373,229 |                  |  | $                            | 9.39  |  |  |  | 26,263,954 | (2)(4)
|                                                                  |  |                               |            |                  |  |                              |       |  |  |  |            |       



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | This table does not include (a) outstanding
    options to acquire 52,414,139 shares of WebMD common stock
    at a weighted-average exercise price of $16.34 per share
    that were assumed by WebMD in mergers or acquisitions or
    (b) outstanding warrants to acquire 17,536,055 shares
    of WebMD common stock at a weighted-average exercise price of
    $25.29 per share that were assumed by WebMD in mergers or
    acquisitions. We cannot grant additional awards under these
    assumed plans. For additional information regarding the assumed
    options, see Note 15 to the Consolidated Financial
    Statements in this Annual Report.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(2) | Includes 3,995,447 shares of common stock
    reserved for issuance under our 1998 Employee Stock Purchase
    Plan. For additional information regarding the Employee Stock
    Purchase Plan, see Note 15 to the Consolidated Financial
    Statements in this Annual Report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(3) | The plans included in this category did not
    require approval of our stockholders under applicable law and
    NASDAQ rules at the time the plans were created. In accordance
    with the rules and regulations of the SEC, equity
    compensation plans includes warrants issued to third
    parties. Accordingly, this category includes warrants to acquire
    8,026,642 shares of WebMD common stock at a
    weighted-average exercise price of $9.54 per share. None of
    these warrants are held by WebMD employees. We cannot grant
    additional awards under the relevant agreements pursuant to
    which those warrants were issued. The warrants were issued in a
    variety of transactions, including transactions with strategic
    partners, suppliers and service providers. For additional
    information regarding these warrants, see Notes 3 and 14 to
    the Consolidated Financial Statements in this Annual Report. See
    Description of Plans Not Approved by Stockholders
    for descriptions of the other equity compensation
    plans in this category.
|   
|(4) | Includes 688,669 shares of WebMD common
    stock available for grant under our 2002 Restricted Stock Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

18



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##### 





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

2001 Stock Plan.The
2001 Employee Non-Qualified Stock Option Plan authorizes the
granting of awards of non-qualified stock options to purchase
shares of our common stock to our employees who are not subject
to Section 16(a) of the Securities Exchange Act of 1934. As
of December 31, 2003, options to purchase 2,490 shares
of our common stock remained available for grant under the 2001
Stock Plan. The maximum number of shares of our common stock
with respect to one or more options that may be granted during
any one calendar year under the 2001 Stock Plan to any one
person is 200,000. Generally, options become exercisable ratably
over a three to five year period based on their individual grant
dates and expire on the tenth anniversary of the date of grant.
Options are granted with exercise prices not less than fair
market value on the date of grant. The exercise price may be
paid in cash or shares of WebMD common stock held by the
optionee for a period of at least six months or through a
cashless exercise arrangement. Upon termination of employment,
unvested options generally are forfeited and vested options
generally expire 90 days after termination (one year in the
case of termination as a result of death or disability or
immediately in the event of termination for cause).
The 2001 Stock Plan is administered by the Compensation
Committee of our Board of Directors and all or a portion of such
authority may be delegated to one or more officers of WebMD. The
Compensation Committee has the authority to designate
participants, determine the number, terms and conditions of
options, establish, adopt or revise any rules and regulations as
it may deem advisable to administer the 2001 Stock Plan and make
all other decisions and determinations that may be required
under the 2001 Stock Plan. The Compensation Committee has
delegated to Roger C. Holstein the authority to grant options
and determine the terms and conditions of such grant in
accordance with the terms of the Plan.

2002 Restricted Stock
Plan.The 2002 Restricted Stock Plan
authorizes the granting of awards of shares of WebMD common
stock that are subject to restrictions on transfer until such
time as they are vested. As of December 31, 2003,
688,669 shares of restricted common stock remained
available for grant under the 2002 Restricted Stock Plan. All of
our employees, other than those officers who are subject to
Section 16(a) of the Securities Exchange Act, are eligible
for grants under the plan. The vesting schedule applicable to a
restricted stock grant is generally 25% per year subject to
the holders continued employment on the applicable dates.
Unvested restricted stock is subject to forfeiture upon
termination of employment. The 2002 Restricted Stock Plan is
administered by the Compensation Committee of our Board of
Directors, with responsibilities and authority similar to those
described above for the 2001 Stock Plan. The authority to grant
restricted stock and determine the terms and conditions thereof
in accordance with the terms of the plan has been delegated to
Roger C. Holstein.

Envoy Stock Plan.In
January 2000, our Board of Directors adopted the Envoy Stock
Plan in connection with the acquisition of Envoy Corporation.
The Envoy Stock Plan authorizes the granting of awards of
non-qualified stock options to purchase shares of our common
stock and grants of shares of common stock. As of
December 31, 2003, 10,020 shares of our common stock
remained available for option grants or grants of shares under
the Envoy Stock Plan. The maximum number of shares of our common
stock with respect to one or more options that may be granted
during any one fiscal year under the Envoy Stock Plan to any one
person is 1,000,000, except that, in connection with an
employees initial employment, he or she may be granted
options to purchase an additional 500,000 shares which
shall not count against the 1,000,000 limit. The terms of the
Envoy Stock Plan and its administration are substantially
similar to those described above for the 2001 Stock Plan.

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

19



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##### 



vest as if he remained in our employ through the
first anniversary of the date of termination. In addition, on
the one year anniversary of a change in control (or earlier if
his employment is terminated without cause for good reason), 75%
of the unvested portion of the option shall vest.


ABF Stock Plan.The
2003 Nonqualified Stock Option Plan for Employees of Advanced
Business Fulfillment, Inc., which we refer to as the ABF Stock
Plan, was adopted on June 12, 2003 in connection with our
acquisition of Advanced Business Fulfillment, or ABF. Grants
under the plan are limited to ABF employees who are not
executive officers of WebMD. At the time of the closing of the
acquisition of ABF, options to purchase 3,570,000 shares of
WebMD common stock were granted under the ABF Stock Plan to ABF
employees. The options have an exercise price of $11.73 (the
fair market value of WebMD common stock on the closing date of
the acquisition) and vest 25% per year subject to the
holders continued employment on the applicable dates. As
of December 31, 2003, options to purchase
81,500 shares of WebMD common stock remained available for
grant under the ABF Stock Plan. The other terms of the ABF Stock
Plan and its administration are substantially similar to those
described above for the 2001 Stock Plan.

20



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##### 








|         |                                                   
|-------- | --------------------------------------------------
|Item 13. | Certain Relationships and Related
    Transactions

On April 6, 2001, we loaned $1,450,000 to K.
Robert Draughon, our Executive Vice President, Business
Development. The funds were advanced pursuant to a promissory
note bearing interest at the fixed rate per annum of 4.63%. The
loan is full recourse and is secured by a pledge by
Mr. Draughon of all shares of WebMD common stock owned by
him and all options to purchase shares of WebMD common stock
owned by him. As of April 15, 2004, approximately $107,000
of the principal amount and approximately $6,000 of accrued
interest were outstanding. The largest amount outstanding during
2003 was $277,892.

We were reimbursed approximately $230,000 during
2003 by Martin J. Wygod, our Chairman of the Board, and a
corporation that he controls, for the partial use of our office
facilities and for services rendered by our employees.

We lease property in Alachua, Florida that is
owned by a corporation controlled by Michael A. Singer, Chief
Executive Officer, WebMD Practice Services 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 2003, the aggregate amount of rent
payable under the lease was approximately $1,087,000.

Dr. Adler, a non-employee director of WebMD,
is a partner in a group medical practice that is a customer of
WebMD Practice Services. The practice purchases products and
services on terms generally available, in the ordinary course of
our business, to similar customers. During 2003, the aggregate
amount payable to WebMD Practice Services by this practice was
approximately $73,000.

At the time of the initial employment of Tony G.
Holcombe as President, WebMD Envoy on December 15, 2003, we
entered into an agreement that allows him to require WebMD to
purchase from him certain shares of stock of his prior employer.
The agreement will expire no later than January 15, 2005.
The maximum aggregate purchase price that WebMD may be required
to pay to Mr. Holcombe under this agreement is
approximately $286,000.

Affiliates of FMR Corp. provide services to us in
connection with the WebMD 401(k) Savings Plan and the Porex
401(k) Savings Plan. During 2003, the aggregate amount payable
by us for these services was approximately $64,500.

21



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##### 








|         |                                           
|-------- | ------------------------------------------
|Item 14. | Principal Accountant Fees and
    Services

In addition to retaining Ernst & Young
LLP to audit our consolidated financial statements for 2003 and
2002, to review our quarterly financial statements during those
years and to re-audit prior year financial statements of Porex
Holdings, Inc. that had previously been audited by Arthur
Andersen LLP, we retained Ernst & Young to provide
certain related services. The fees for Ernst &
Youngs services to WebMD were:

|                   |  |      |           |      |  |   |           | 
|------------------ |  | ---- | --------- | ---- |  | - | --------- | 
|Type of Fees       |  | 2003 |           | 2002
|                   |  |      |           |     
|Audit Fees         |  | $    | 2,124,278 |      |  | $ | 2,728,364 | 
|Audit-Related Fees |  |      | 380,860   |      |  |   | 142,700   | 
|Tax Fees           |  |      | 99,000    |      |  |   | -0-       | 
|All Other Fees     |  |      | -0-       |      |  |   | -0-       | 
|Total Fees         |  |      | 2,604,138 |      |  |   | 2,871,064 | 

In the above table, in accordance with applicable
SEC rules:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | audit fees are fees billed for
    professional services for the audit of our consolidated
    financial statements included in our Form 10-K for that
    fiscal year and review of financial statements included in our
    Form 10-Qs filed for that fiscal year, or for services that
    are normally provided by the accountant in connection with
    statutory and regulatory filings or engagements;
|
| |  | audit-related fees are fees billed in
    the year for assurance and related services that are reasonably
    related to the performance of the audit or review of our
    financial statements, and consisted of:                                                                                                                                                                                           



| |   |                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------
| |  | in 2003, fees related to the audit of our
    employee benefit plans and fees for acquisition due diligence
    assistance; and
|
| |  | in 2002, fees related to the audit of our
    employee benefit plans;                                                          



| |   |                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | tax fees are fees billed in the year,
    if any, for professional services for tax compliance, tax
    advice, and tax planning and, in 2003, consisted of fees for tax
    consulting related to acquisitions; and
|
| |  | all other fees are fees billed in the
    year, if any, for any products and services not included in the
    first three categories.                                                                               

None of these services was provided pursuant to a
waiver of the requirement that such services be pre-approved by
the Audit Committee. The Audit Committee has determined that the
provision by Ernst & Young of non-audit services to us
in 2003 is compatible with Ernst & Young maintaining
their independence.

Our Audit Committee has, as of the date of this
Annual Report, decided to consider whether to pre-approve
permissible non-audit services and fees on a case-by-case basis,
rather than pursuant to a general policy, with the exception of
acquisition-related due diligence engagements, which have been
pre-approved by the Audit Committee and are subject to
monitoring by the Chairman of the Audit Committee. To ensure
prompt handling of unexpected matters, our Audit Committee has
delegated to its Chairman the authority to pre-approve
permissible non-audit services and fees and to amend or modify
pre-approvals that have been granted by the entire Audit
Committee. A report of any such actions taken by the Chairman is
provided to the Audit Committee at the next Audit Committee
meeting.

22



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##### 



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
29th day of April, 2004.



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



| |     |                     
| | --- | --------------------
| | By: | /s/ ANDREW C. CORBIN

| |                             
| | ----------------------------
| |                             
| | Andrew C. Corbin            
| | Executive Vice President and
| | Chief Financial Officer     

23



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##### 



INDEX TO EXHIBITS

|            |   |    |  |             |   |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----------- | - | -- |  | ----------- | - |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |   |    |  | Description
|            |   |    |  |            
|            | 2 | .1 |  |             |  |  |  | Stock Purchase Agreement dated as of
    June 15, 2003 between WebMD Corporation and Joseph Q.
    DiMartini, individually and as Trustee U/A dated
    February 6, 1998 f/b/o Joseph Q. DiMartini, and as Trustee
    of the Joseph Q. DiMartini 2002 Irrevocable Trust dated
    October 14, 2002, Eric J. Schaefer, an individual, Daniel
    A. Schmitt, individually and as Trustee of the Daniel A. Schmitt
    Revocable Trust dated March 26, 1999, and as Trustee of the
    Daniel Schmitt 2002 Irrevocable Trust dated September 24,
    2002, and Dru A. Schmitt, individually and as Trustee U/A dated
    October 20, 1997 f/b/o Dru A. Schmitt (incorporated by
    reference to Exhibit 2.1 to Registrants Quarterly
    Report on Form 10-Q for the quarter ended June 30, 2003)
|            | 2 | .2 |  |             |  |  |  | Stock Purchase Agreement dated as of
    October 21, 2003 between TPG Holding Company Limited and
    Envoy Corporation (incorporated by reference to Exhibit 2.1
    to Registrants Quarterly Report on Form 10-Q for the
    quarter ended September 30, 2003)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 2 | .3 |  |             |  |  |  | Amendment No. 1, dated as of
    November 28, 2003, to the Stock Purchase Agreement dated as
    of October 21, 2003 between TPG Holding Company Limited and
    Envoy Corporation (incorporated by reference to Exhibit 2.1
    to Registrants Current Report on Form 8-K filed
    December 1, 2003)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 2 | .4 |  |             |  |  |  | Amendment No. 2, dated as of
    December 22, 2003, to the Stock Purchase Agreement dated as
    of October 21, 2003 between TPG Holding Company Limited and
    Envoy Corporation (incorporated by reference to Exhibit 2.1
    to Registrants Current Report on Form 8-K filed
    December 24, 2003)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 3 | .1 |  |             |  |  |  | Eleventh Amended and Restated Certificate of
    Incorporation of Registrant (incorporated by reference to
    Exhibit 3.1 to Registrants Quarterly Report on Form
    10-Q for the quarter ended September 30, 2003)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|            | 3 | .2 |  |             |  |  |  | Certificate of Designations for Convertible
    Redeemable Exchangeable Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 3 | .3 |  |             |  |  |  | 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, 2003)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 4 | .1 |  |             |  |  |  | Specimen Common Stock certificate (incorporated
    by reference to Exhibit 4.1 to Registrants
    Registration Statement on Form S-1 (No. 333-70553) filed January
    14, 1999)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 4 | .2 |  |             |  |  |  | Indenture between WebMD Corporation and The Bank
    of New York, dated as of April 1, 2002 (incorporated
    by reference to Exhibit 4.1 to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2002)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 4 | .3 |  |             |  |  |  | Registration Rights Agreement dated as of
    April 1, 2002 between WebMD Corporation and UBS Warburg LLC
    (incorporated by reference to Exhibit 4.2 to the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended March 31, 2002)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 4 | .4 |  |             |  |  |  | Form of 3 1/4% Convertible Subordinated
    Note Due 2007 (included in Exhibit 4.2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 4 | .5 |  |             |  |  |  | Indenture, dated as of June 25, 2003,
    between WebMD Corporation and The Bank of New York
    (incorporated by reference to Exhibit 4.1 to
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended June 30, 2003)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 4 | .6 |  |             |  |  |  | Form of 1.75% Convertible Subordinated
    Note Due 2023 (included in Exhibit 4.5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 4 | .7 |  |             |  |  |  | Registration Rights Agreement dated as of
    June 25, 2003 between WebMD Corporation and Banc of America
    Securities LLC (incorporated by reference to Exhibit 4.2 to
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended June 30, 2003)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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##### 



|            |    |     |  |             |   |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----------- | -- | --- |  | ----------- | - |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |    |     |  | Description
|            |    |     |  |            
|            | 4  | .8  |  |             |  |  |  | Registration Rights Agreement dated as of
    July 17, 2003 between WebMD Corporation and Joseph Q.
    DiMartini, individually and as Trustee U/A dated
    February 6, 1998 f/b/o Joseph Q. DiMartini, and as Trustee
    of the Joseph Q. DiMartini 2002 Irrevocable Trust dated
    October 14, 2002, Eric J. Schaefer, an individual, Daniel
    A. Schmitt, individually and as Trustee of the Daniel A. Schmitt
    Revocable Trust dated March 26, 1999, and as Trustee of the
    Daniel Schmitt 2002 Irrevocable Trust dated September 24,
    2002, and Dru A. Schmitt, individually and as Trustee U/A dated
    October 20, 1997 f/b/o Dru A. Schmitt (incorporated by
    reference to Exhibit 4.3 to Registrants Quarterly
    Report on Form 10-Q for the quarter ended June 30, 2003)
|            | 4  | .9  |  |             |  |  |  | Convertible Redeemable Exchangeable Preferred
    Stock Purchase Agreement, dated as of March 4, 2004,
    between CalPERS/PCG Corporate Partners, LLC and WebMD Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 4  | .10 |  |             |  |  |  | Form of Stock Certificate for Convertible
    Redeemable Exchangeable Preferred Stock (included in
    Exhibit 3.2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 4  | .11 |  |             |  |  |  | Form of Indenture for 10% Subordinated Notes
    due 2010 (included in Exhibit 3.2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 4  | .12 |  |             |  |  |  | Form of 10% Subordinated Note due 2010
    (included in Exhibit 3.2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 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 Quarterly Report on Form 10-Q for the quarter
    ended June 30, 2002)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 10 | .2  |  |             |  |  |  | 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 | .3  |  |             |  |  |  | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 10 | .4  |  |             |  |  |  | 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)                                                                                                                                                                                                                      
|            | 10 | .5  |  |             |  |  |  | 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 | .6  |  |             |  |  |  | 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 | .7  |  |             |  |  |  | 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 | .8  |  |             |  |  |  | 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, filed with the
    Securities and Exchange Commission on November 1, 2001)                                                                                                                                                                                                                                                                                                                                                                                                                                            
|            | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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##### 



|            |    |      |  |             |   |  |  |                                                                                                                                                                                                                                                                                                                                                                                             
|----------- | -- | ---- |  | ----------- | - |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |    |      |  | Description
|            |    |      |  |            
|            | 10 | .10* |  |             |  |  |  | Employment Agreement dated as of February 1,
    1998 between Registrant and K. Robert Draughon (incorporated by
    reference to Exhibit 10.51 to Registrants Form 10-K
    to Annual Report on Form 10-K for the year ended
    December 31, 2000, as amended by Amendment No. 1 on
    Form 10-K/A)                                                                                     
|            | 10 | .11* |  |             |  |  |  | Letter Agreement dated as of September 12,
    2000 between Registrant and K. Robert Draughon (incorporated by
    reference to Exhibit 10.52 to Registrants Form 10-K
    to Annual Report on Form 10-K for the year ended
    December 31, 2000, as amended by Amendment No. 1 on
    Form 10-K/A)                                                                                       
|            | 10 | .12* |  |             |  |  |  | Agreement dated as of October 8, 2001
    between Registrant and Martin J. Wygod (incorporated by
    reference to Exhibit 10.55 to Registrants Form 10-K
    to Annual Report on Form 10-K for the year ended
    December 31, 2001)                                                                                                                                                      
|            | 10 | .13* |  |             |  |  |  | Amended and Restated Stock Option Agreement dated
    August 21, 2000 between the Registrant (as successor to
    Medical Manager Corporation) and Martin J. Wygod (incorporated
    by reference to Exhibit 10.21 to Registrants Annual
    Report on Form 10-K for the year ended December 31, 2000,
    as amended by Amendment No. 1 on Form 10-K/A)                                   
|            | 10 | .14* |  |             |  |  |  | Employment Agreement dated as of October 23,
    2002 between the Registrant and Roger C. Holstein (incorporated
    by reference to Exhibit 10.14 to Registrants Annual
    Report on Form 10-K for the year ended December 31, 2002)                                                                                                                                                     
|            | 10 | .15* |  |             |  |  |  | Employment Agreement dated as of May 16,
    1999 between the 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 | .16* |  |             |  |  |  | Letter Agreement dated as of September 5,
    2000 between Registrant (as successor to Medical Manager
    Corporation) and Michael A. Singer (incorporated by reference to
    Exhibit 10.50 to Registrants Annual Report on Form
    10-K for the year ended December 31, 2001, as amended by
    Amendment No. 1 on Form 10-K/A)                                                        
|            | 10 | .17* |  |             |  |  |  | Employment Agreement dated as of July 1,
    2000 between Registrant (as successor to Medical Manager
    Corporation) and Charles A. Mele, as amended (incorporated by
    reference to Exhibit 10.51 to Registrants Annual
    Report on Form 10-K for the year ended December 31, 2001,
    as amended by Amendment No. 1 on Form 10-K/A)                                               
|            | 10 | .18* |  |             |  |  |  | Employment Agreement dated as of July 1,
    2000 between Registrant (as successor to Medical Manager
    Corporation) and Anthony Vuolo, as amended (incorporated by
    reference to Exhibit 10.52 to Registrants Annual
    Report on Form 10-K for the year ended December 31, 2001,
    as amended by Amendment No. 1 on Form 10-K/A)                                                 
|            | 10 | .19* |  |             |  |  |  | Form of Amended and Restated Stock Option
    Agreement dated August 21, 2000, between Registrant (as
    successor to Medical Manager Corporation) and each of Charles A.
    Mele and Anthony Vuolo (incorporated by reference to
    Exhibit 10.54 to Registrants Annual Report on Form
    10-K for the year ended December 31, 2001, as amended by
    Amendment No. 1 on Form 10-K/A)
|            | 10 | .20* |  |             |  |  |  | WebMD Corporation 2001 Employee Non-Qualified
    Stock Option Plan, as amended (incorporated by reference to
    Exhibit 10.46 to Registrants Form 10-K for the year
    ended December 31, 2001, as amended by Amendment No. 1
    on Form 10-K/A)                                                                                                                                       
|            | 10 | .21* |  |             |  |  |  | WebMD Corporation 2002 Restricted Stock Plan and
    Form of Award Agreement (incorporated by reference to
    Exhibit 10.21 to Registrants Annual Report on Form
    10-K for the year ended December 31, 2002)                                                                                                                                                                           
|            | 10 | .22* |  |             |  |  |  | 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 | .23* |  |             |  |  |  | WebMD Corporation Amended and Restated 1998
    Employee Stock Purchase Plan (incorporated by reference to
    Exhibit 99.27 to Registrants Registration Statement
    on Form S-8 (No. 333-47250) filed October 4, 2000)                                                                                                                                                                  

E-3



---



##### 



|            |    |      |  |             |   |  |  |                                                                                                                                                                                                                                                                                                 
|----------- | -- | ---- |  | ----------- | - |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |    |      |  | Description
|            |    |      |  |            
|            | 10 | .24* |  |             |  |  |  | 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 | .25* |  |             |  |  |  | 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 | .26* |  |             |  |  |  | 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 | .27* |  |             |  |  |  | Amended and Restated 1989 Class A Non-Qualified
    Stock Option Plan of Synetic, Inc. (incorporated by
    reference to Exhibit 10.1 to Synetic, Inc.s
    Registration Statement on Form S-1 (No. 333-28654) filed
    May 18, 1989)                                                         
|            | 10 | .28* |  |             |  |  |  | Amended and Restated 1989 Class B Non-Qualified
    Stock Option Plan of Synetic, Inc. (incorporated by
    reference to Exhibit 10.2 to Synetic, Inc.s
    Registration Statement on Form S-1 (No. 333-28654) filed
    May 18, 1989)                                                         
|            | 10 | .29* |  |             |  |  |  | 1991 Director Stock Option Plan of
    Synetic, Inc. (incorporated by reference to
    Exhibit 4.2 to Synetic, Inc.s Registration
    Statement on Form S-8 (No. 333-46640) filed March 24,
    1992)                                                                                          
|            | 10 | .30* |  |             |  |  |  | Amended and Restated 1991 Special Non-Qualified
    Stock Option Plan of Synetic, Inc. (incorporated by
    reference to Exhibit 4.3 to Synetic, Inc.s
    Registration Statement on Form S-8 (No. 333-36041) filed
    September 19, 1997)                                                    
|            | 10 | .31* |  |             |  |  |  | Form of Stock Option Agreement made as of
    December 7, 1994 between Synetic, Inc. and certain
    individuals (incorporated by reference to Exhibit 4.5 to
    Synetic, Inc.s Registration Statement on
    Form S-8 (No. 333-21555) filed February 11, 1997)                               
|            | 10 | .32* |  |             |  |  |  | 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 | .33* |  |             |  |  |  | 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 | .34* |  |             |  |  |  | 1996 Class C Stock Option Plan of
    Synetic, Inc. (incorporated by reference to
    Exhibit 4.1 to Synetic, Inc.s Registration
    Statement on Form S-8 (No. 333-36041) filed
    September 19, 1997)                                                                                       
|            | 10 | .35* |  |             |  |  |  | 1997 Class D Stock Option Plan of
    Synetic, Inc. (incorporated by reference to
    Exhibit 4.2 to Synetic, Inc.s Registration
    Statement on Form S-8 (No. 333-36041) filed
    September 19, 1997)                                                                                       
|            | 10 | .36* |  |             |  |  |  | 1998 Class E Stock Option Plan of
    Synetic, Inc. (incorporated by reference to
    Exhibit 4.1 to Synetic, Inc.s Registration
    Statement on Form S-8 (No. 333-72517) filed
    February 17, 1999)                                                                                        
|            | 10 | .37* |  |             |  |  |  | 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 | .38* |  |             |  |  |  | Form of Stock Option Agreement between the
    Corporation and each of John H. Kang 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 | .39* |  |             |  |  |  | 1998 Porex Technologies Corp. Stock Option Plan
    of Synetic, Inc. (incorporated by reference to
    Exhibit 4.2 to Synetic, Inc.s Registration
    Statement on Form S-8 (No. 333-72517) filed
    February 17, 1999)                                                                       
|            | 10 | .40* |  |             |  |  |  | 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)                                                                    

E-4



---



##### 



|            |    |      |  |             |   |  |  |                                                                                                                                                                                                                                                      
|----------- | -- | ---- |  | ----------- | - |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |    |      |  | Description
|            |    |      |  |            
|            | 10 | .41* |  |             |  |  |  | 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 | .42* |  |             |  |  |  | CareInsite, Inc. 1999 Director Stock Option
    Plan (incorporated by reference to Annex G to the Proxy
    Statement/Prospectus included in Registrants Registration
    Statement on Form S-4 (No. 333-39592) filed June 19,
    2000)            
|            | 10 | .43* |  |             |  |  |  | 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 | .44* |  |             |  |  |  | Employment Agreement, dated as of
    September 11, 2000, between the Registrant and Kirk Layman                                                                                                                                                     
|            | 10 | .45* |  |             |  |  |  | 2003 Non-Qualified Stock Option Plan for
    Employees of Advanced Business Fulfillment, Inc.
    (incorporated by reference to Exhibit 10.2 to
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)         
|            | 10 | .46* |  |             |  |  |  | Employment Agreement, dated as of August 20,
    2001, between the Registrant and Wayne Gattinella                                                                                                                                                   
|            | 10 | .47* |  |             |  |  |  | Stock Option Agreement between the Registrant and
    Wayne Gattinella dated August 20, 2001 (incorporated by
    reference to Exhibit 4.8 to Registrants Registration
    Statement on Form S-8 (No. 333-88420) filed May 16,
    2002)            
|            | 10 | .48* |  |             |  |  |  | Employment Agreement, dated as of
    September 23, 2003, between the Registrant and Andrew
    Corbin (incorporated by reference to Exhibit 10.1 to
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)    
|            | 10 | .49* |  |             |  |  |  | Employment Agreement, dated as of
    December 4, 2003, between Envoy Corporation and Tony
    Holcombe                                                                                                                                              
|            | 12 | .1   |  |             |  |  |  | Computation of Ratio of Earnings to Fixed Charges                                                                                                                                                                                                    
|            | 14 | .1** |  |             |  |  |  | Code of Business Conduct                                                                                                                                                                                                                             
|            | 21 |      |  |             |  |  |  | Subsidiaries of Registrant                                                                                                                                                                                                                           
|            | 23 | .1   |  |             |  |  |  | Consent of Ernst & Young
    LLP, Independent Auditors                                                                                                                                                                                               
|            | 24 | .1   |  |             |  |  |  | Power of Attorney (see page 85)                                                                                                                                                                                                                      
|            | 31 | .1** |  |             |  |  |  | Rule 13a-14(a)/15d-14(a) Certification of
    Chief Executive Officer of Registrant                                                                                                                                                                  
|            | 31 | .2** |  |             |  |  |  | Rule 13a-14(a)/15d-14(a) Certification of
    Chief Financial Officer of Registrant                                                                                                                                                                  
|            | 32 | .1   |  |             |  |  |  | Statement of Chief Executive Officer of
    Registrant Pursuant to 18 U.S.C. § 1350                                                                                                                                                                  
|            | 32 | .2   |  |             |  |  |  | Statement of Chief Financial Officer of
    Registrant Pursuant to 18 U.S.C. § 1350                                                                                                                                                                  
|            | 99 | .1   |  |             |  |  |  | Amended and Restated Audit Committee Charter                                                                                                                                                                                                         
|            | 99 | .2   |  |             |  |  |  | Compensation Committee Charter                                                                                                                                                                                                                       
|            | 99 | .3   |  |             |  |  |  | Amended and Restated Nominating Committee Charter                                                                                                                                                                                                    



---



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



|   |                           
|-- | --------------------------
|** | Filed with this Amendment.

E-5