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Exhibit 14.1


(WebMD LOGO)

WebMD Corporation


Code of Business Conduct

As of April 28, 2004



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To All WebMD Employees,

The purpose of this revised Code of Business Conduct (this
Code of Conduct) is to continue to protect and
enhance WebMDs reputation by ensuring that all directors,
officers and employees of WebMD and its subsidiaries (which we
refer to as WebMD), everywhere, understand how WebMD
defines proper business conduct. The revisions we have made to
our Code of Conduct reflect the evolution of our businesses, as
well as changes in applicable laws and regulations, including
those specifically relating to codes of conduct of public
companies. Protecting our ethical corporate culture is not only
the right thing to do  its also good business.
Customers and business partners judge us by our conduct, as well
as by our products and services. Stockholders and other
investors want to be associated only with companies that meet
high standards for honesty, integrity, and public responsibility.

The consequences of not complying with this Code of Conduct can
be severe  ranging from ruining your reputation and
your career to possible criminal prosecution and incarceration.
This may sound harsh, but it is the reality of not adhering to
acceptable standards in the conduct of your job. Illegal and
unethical conduct will also result in disciplinary action, which
may include termination. It is not an excuse that a
persons questionable conduct was intended to
benefit the company or was done with good intentions.

If you become aware of a possible violation of this Code of
Conduct or behavior that could be incompatible with its spirit
or that looks improper, we expect you to report it to the
Compliance Officer referred to in this Code of Conduct, our
General Counsel, our Chief Financial Officer or one of the
senior officers in our Human Resources Department. Your
supervisor or your Human Resources manager can help you make the
report. We have also provided for an independent company to
provide an Ethics and Compliance Hotline that allows you to make
reports anonymously by telephone. A brochure containing the
toll-free number and instructions is being distributed with this
Code of Conduct.

Please read this Code of Conduct carefully and refer to it
often. It is your responsibility to understand what is expected
of you. If there is something you are unclear about or if you
are not sure what is required in a particular situation,
dont guess at the answer. Ask for help from one of the
many sources listed in the Code of Conduct.



| |                                       
| | --------------------------------------
| | ROGER C. HOLSTEIN                     
| | Chief Executive Officer               
|
| | MARTIN J. WYGOD                       
| | Chairman of the Board of Directors    
|
| | JAMES V. MANNING                      
| | Chairman of the Audit Committee of the
| | Board of Directors                    



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I. GENERAL STATEMENT OF POLICY

WebMDs policy is to conduct business in an honest
and ethical manner and in accordance with the laws that apply to
it

WebMD seeks to be a good corporate citizen and to achieve its
business goals in a manner that enhances its reputation for
integrity. In order to do that, all WebMD directors, officers
and employees must act in an honest and ethical manner and in
accordance with law. We have instituted this Code of Conduct as
part of our efforts:



| |   |                                                                              
| | - | -----------------------------------------------------------------------------
| |  | to prevent unethical or unlawful behavior, and                               
|
| |  | to stop such behavior as soon as reasonably possible after its
    discovery.

WebMD expects you to follow this Code of Conduct and to
report any violations you become aware of

Under this Code of Conduct, every WebMD director, officer and
employee, regardless of job, title or level of responsibility:



| |   |                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | is responsible for his or her own actions with respect to proper
    business conduct and behavior, and                                                                                                                                                                                                                                             
|
| |  | if he or she sees or becomes aware of unethical or unlawful
    activity, is obligated to report such activity immediately to
    the Compliance Officer for this Code of Conduct (described in
    Section III.C. below), our General Counsel, our Chief Financial
    Officer or one of the senior officers in our Human Resources
    Department.

Your supervisor or your Human Resources manager can help you
make the report. See also Section III.B.2 below for
information about reporting violations anonymously through our
Ethics and Compliance Hotline.

We also expect our contractors and consultants to be guided by
these standards.(1) It is the responsibility of any WebMD
employee retaining such persons to make sure that they are aware
of this Code of Conduct and follow its principles in their work
for WebMD.

Violations of this Code of Conduct will lead to
disciplinary action

To ensure compliance with this Code of Conduct, WebMD will
investigate and take such action as it determines necessary to
protect its best interests. In those cases where violations have
occurred, disciplinary action will be taken  ranging
from reprimand to termination. Violators may also be subject to
criminal prosecution or civil lawsuits.






(1)The terms WebMD employee and
WebMD personnel, as used throughout this Code of
Conduct, are generally intended to include  in
addition to directors, officers and employees (full-time and
part- time) of WebMD  contractors, consultants and
similar persons providing services at WebMDs direction. In
some cases, implementation of the principles contained in this
Code of Conduct may be different for third party service
providers, depending on the scope and nature of the services
provided. For example, certain conflicts of interest
that would not be acceptable for an employee may be acceptable
for a contractor, depending on the nature of the specific
relationship. Please consult the Legal Department or the
Compliance Officer for guidance.








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Violations of WebMDs other policy statements may
also be a violation of this Code of Conduct

WebMD has other policy statements designed to assist WebMD and
its employees in complying with applicable law and meeting
appropriate standards of conduct, including:



| |   |                                                                                  
| | - | ---------------------------------------------------------------------------------
| |  | the Policy Regarding Insider Trading, Tipping and Other Wrongful
    Disclosures,
| |  | the Communications Policy,                                                       
| |  | the Electronic Communications Policy,                                            
| |  | the HIPAA Privacy Policies, and                                                  
| |  | the Employee Handbook.                                                           

Failure to comply with those policy statements will, in many
cases, also be a violation of this Code of Conduct. In addition,
WebMDs Finance Department, Legal Department, Human
Resources Department and our operating units have adopted, and
may in the future adopt, other written policies and procedures
relating to the conduct of WebMDs business, the
documenting of transactions, record keeping and related matters.
Employees must comply with those policies and procedures and
failure to do so will generally also be a violation of this Code
of Conduct.




USE GOOD JUDGMENT  DONT IGNORE YOUR
INSTINCTS

FOUR QUESTIONS TO ASK YOURSELF:



| |   |                                                                                        
| | - | ---------------------------------------------------------------------------------------
| |  | Do my actions meet the letter of the law or rule but
    violate its spirit?           
|
| |  | Would failing to act make the situation worse or allow a
    wrong to continue?      
|
| |  | How would my actions look if they were reported on the
    front page of the newspaper?
|
| |  | Would we lose customers if this action were known to
    them?                         

FOUR WARNING SIGNS. If you hear yourself or someone else
say:



| |   |                             
| | - | ----------------------------
| |  | Everybody does it         
|
| |  | Maybe just this once      
|
| |  | No one will ever know     
|
| |  | It wont matter in the end

STOP and think through the situation carefully, seek
guidance, and take the time necessary to reach the right
result.












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II. GUIDELINES FOR EMPLOYEE CONDUCT

Part II of our Code of Conduct provides guidelines for you
to follow in dealing with some specific ethical and legal
issues. Some of these guidelines are clear rules that you must
follow  dos and donts for
specific situations. On the other hand, ethical issues often
involve balancing competing interests and making value
judgments. As a result, many of these guidelines provide general
principles that must be applied by you based on the facts you
are faced with. Sometimes applying those principles will be
easy, and the proper business conduct will be clear. However, we
often face complicated issues, where the right path to take may
not be obvious or where there may be differences of opinion
regarding proper conduct. It is each employees
responsibility to work through those issues, seek appropriate
advice and reach an answer that meets high ethical standards.
The people described below are available to help you. They will
be happy to answer your questions or to assist you in seeking
advice from other appropriate members of WebMD management.




How to Get Your Questions Answered

Whenever you have questions about the requirements of this
Code of Conduct or how they apply to your job, you should call
one or more of the following persons:



| |   |                                                                                     
| | - | ------------------------------------------------------------------------------------
| |  | your manager or supervisor,                                                         
| |  | the head of your business unit or department,                                       
| |  | your Human Resources manager or other members of our Human
    Resources Department,
| |  | the Compliance Officer, and                                                         
| |  | the General Counsel or other members of the Legal
    Department.                   

In addition, for questions relating to financial reporting,
accounting and related matters, you may contact the Chief
Financial Officer or other members of the Finance Department.

Selected Contact Information

Our Compliance Officer is Lewis Leicher, an Assistant General
Counsel. He can be reached at 858-759-6008 or
lleicher@webmd.net.

Our General Counsel, who heads our Legal Department, is
Charles Mele. He can be reached at 201-703-3426 or
cmele@webmd.net.

Our Chief Financial Officer, who heads our Finance
Department, is Andrew Corbin. He can be reached at 201-398-2653
or acorbin@webmd.net.

Our Senior Vice President, Human Resources is James Young. He
can be reached at 201-398-2621 or jyoung@webmd.net.

Our Human Resources counsel is Bonnie Klugman. She can be
reached at 201-703-3464 or bklugman@webmd.net.

Our Chief Privacy Officer is Jack Scheffel. He can be reached
at 201-703-3476 or jscheffel@webmd.net.










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|   |                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------
|A. | You may not use funds or assets of WebMD for any unlawful
    or unethical purpose or for personal gain

The use of the funds or assets of WebMD for any unlawful or
unethical purpose, including any political or commercial
bribery, is prohibited. In addition, no person may use his or
her position in WebMD or any funds or assets of WebMD (including
WebMD confidential information) for his or her personal gain.



| |   |                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------
| |  | WebMDs policy is to forgo any business that can be
    obtained only by making improper or illegal payments or
    kickbacks



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | No payment or gift shall be offered or made to a government
    official to influence any discretionary decision by such person
    in his official capacity. Should any such gifts or payments be
    requested, our Legal Department should be contacted immediately.
    Giving any gifts  even gifts or entertainment of
    nominal value  to government officials is highly
    regulated and often illegal.
|
| |  | No payment shall be offered or made to an employee or
    representative of an existing or potential customer or other
    business partner to influence any business decision by such
    person. Should any such payments be requested, our Legal
    Department or the Compliance Officer should be contacted
    immediately.                                                                                   



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | n | In circumstances where it would not violate any other WebMD
    policy and would not create an appearance of impropriety or be
    considered a business inducement, you may provide non-monetary
    gifts or entertainment in accordance with the policies and
    procedures and monetary limits applicable to your business unit
    and job responsibilities. In general, such gifts or
    entertainment must be of nominal value.
|
| | n | Business meals with customers or other business partners are
    permitted and expenses for those meals will be reimbursed in
    accordance with applicable expense reimbursement policies.                                                                                                                                                                                                                                            



| |   |                                                                                        
| | - | ---------------------------------------------------------------------------------------
| |  | Subterfuge of any kind in making payments or other use of
    WebMD assets is forbidden



| |   |                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | No payment by a third party on behalf of WebMD may be authorized
    with the intention that any part of it is to be used for any
    unlawful purpose.          
|
| |  | No payment or other use of assets or funds by WebMD may be
    offered or made for a purpose other than that described by the
    records supporting the payment.



| |   |                                                                                                  
| | - | -------------------------------------------------------------------------------------------------
| |  | You may not accept payments or gifts that obligate you
    with respect to WebMD business matters



| |   |                                                                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Gifts of any type or amount may never be solicited from
    suppliers, customers or other business partners.                                                                                                                                          
|
| |  | Any form of a gift that obligates a WebMD employee to act in a
    particular manner with regard to WebMDs business is a
    bribe and is not allowed, regardless of its value. In addition,
    you may not accept cash gifts, regardless of amount.



| |   |                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | n | If a supplier, customer or other business partner offers a WebMD
    employee a bribe, kickback or other improper payment, the
    employee should report the attempt to the Compliance Officer,
    the General Counsel or the Chief Financial Officer.







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##### 





| |   |                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Employees may accept gifts of nominal value ordinarily used for
    sales promotion (for example, calendars, appointment books,
    pens, etc.).                             
|
| |  | Ordinary business lunches or reasonable
    entertainment consistent with local social and business custom
    may also be permissible if reasonable in cost and frequency.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If an employee receives a gift that does not fall in the nominal
    category, it must be reported to the employees supervisor
    and returned or, if return of the gift is not practical, it
    should be given to WebMD for charitable disposition or such
    other disposition as may be appropriate. Please note that it is
    not WebMDs desire for its employees to appear unfriendly
    or unsociable. However, it is WebMDs policy to avoid any
    actions that may throw doubt on the integrity or motivation of
    our employees or our company.



| |   |                                                              
| | - | -------------------------------------------------------------
| |  | Do not advance personal interests at the expense of
    WebMD



| |   |                                                                                                                                                                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | You may not take for yourself any opportunity for financial gain
    that you find out about because of your position at WebMD or
    through the use of company property or information, unless
    WebMDs Board of Directors or Chief Executive Officer has
    made a decision to forego the opportunity.
|
| |  | See below, under Conflicts of Interest Policy for
    additional policies that apply.                                                                                                                                                                                                                      



| |   |                                                                  
| | - | -----------------------------------------------------------------
| |  | Protect WebMD property and assets and ensure their proper
    use



| |   |                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | WebMD employees must protect WebMDs property and assets
    from loss, waste, damage or theft and must use them only for
    legitimate business purposes.



| |   |                                                                                                                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | n | WebMDs assets include funds, investments, facilities,
    equipment, proprietary information, technology, business plans,
    ideas for new products and services, trade secrets, inventions,
    copyrightable materials and client lists.                                                    
|
| | n | Unless otherwise prohibited by an employees supervisor,
    limited and reasonable incidental use of WebMD telephone,
    computer or similar equipment is permitted, so long as it does
    not interfere with business use and is in compliance with all
    other applicable WebMD policies.



| |   |                                                                                                                                                                                                                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Any employee found to be engaging in, or attempting, theft of
    any property of WebMD or any personal property of other WebMD
    employees will be subject to termination and possible civil and
    criminal proceedings. All employees have a responsibility to
    report any theft or attempted theft to appropriate WebMD
    management.
|
| |  | See below, under Section II.F., Protection of WebMD
    Proprietary Information for additional policies that apply.                                                                                                                                                                                                                            



|   |                             
|-- | ----------------------------
|B. | Conflicts of Interest Policy



| |    |                                                                                      
| | -- | -------------------------------------------------------------------------------------
| | 1. | Failure to disclose a conflict of interest is a violation
    of this Code of Conduct

We expect our employees to be free from any influence that is
inconsistent with their obligations to WebMD. There are many
types of situations that may result in an employee having a
conflict of interest or a potential conflict of interest with
WebMD. Having a conflict of interest does not necessarily mean
you have done something improper  however, the
failure to disclose the conflict of interest is a violation of
this Code of Conduct.







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Because there are many different types of conflicts of interest,
there are also many different ways they can be resolved. For
example, if a conflict arises because a family member of an
employee takes a job with a customer of WebMD, WebMD can take
steps to make sure that the family member is not in a
decision-making position with respect to transactions with that
customer. However, those steps cannot be taken unless prompt and
complete disclosure has been made. Disclosure should be made to
the Compliance Officer or the General Counsel.



| |    |                                                                                                                                                                     
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Your business dealings on behalf of WebMD should not be
    influenced, or appear to be influenced, by your personal
    interests or your relationships with others

WebMD expects its employees, in their work for WebMD, to act at
all times in the best interests of WebMD. Accordingly, employees
should remain free from obligations to, or relationships with,
any person or company with whom WebMD does business or competes
that could interfere with that. In addition, as described above,
it is also the duty of employees not to utilize their position
with WebMD for personal advantage or gain.

The rights of WebMD employees will be respected in the conduct
of their personal affairs and investments, provided such conduct
does not adversely reflect upon WebMD or conflict with its
interests. Please note that any employee invited to join a
corporate board of directors (whether for a public or private
corporation) must obtain the approval of our General Counsel
prior to accepting such position.

Please note that this Conflicts of Interest Policy is directed
only to interests of a business or financial nature. It is not
intended to cover political, civic or charitable activities, or
professional organizations, in which employees are encouraged to
participate. However, your supervisors approval should be
secured in advance if there is a possibility that such outside
activities might interfere with normal duties and
responsibilities to WebMD.



| |    |                                                                   
| | -- | ------------------------------------------------------------------
| | 3. | The following are examples of conflict of interest
    situations:

While it is not possible to describe all situations and
conditions that might involve a conflict of interest, the
following examples indicate areas where conflicts may arise:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Financial interests in competitors, customers, vendors, or
    contractors. Where an employee, close relative
    (such as a member of his or her family, household, in-laws,
    etc.), or any other person with whom the employee has a close
    personal relationship, has a direct or indirect financial
    interest in an organization which does business with or is a
    competitor of WebMD, a conflict of interest may exist. Such a
    conflict is unlikely if the financial interest consists of
    holdings of less than one percent of any class of
    securities in a widely held corporation listed on a recognized
    stock exchange, or regularly traded on an over-the-counter
    market, or if WebMDs transactions with that corporation
    would not tend to either affect the value of such securities or
    contribute materially to its earnings. However, depending on the
    circumstances, a conflict of interest might exist, even if the
    amount of holdings in such corporation is less than one percent,
    where the employee is in a position to control or influence
    WebMDs decisions or actions with respect to a transaction
    with such corporation. In addition, if the investment or
    interest by the employee, close relative, or any other person
    with whom the employee has a close personal relationship, is in
    a small organization doing business with WebMD, a conflict of
    interest is likely in view of the possible relative importance
    of the transaction to such an organization.
|
| |  | Serving in the management of customers, vendors,
    contractors, or competitors. Where an employee
    serves as director, officer, or in any other management or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          







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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | consulting capacity with, or renders other services to another
    organization which does or is seeking to do business with WebMD,
    or which is a competitor, a conflict of interest will normally
    exist.                                                                                                                                                                                                                                                                 
|
| |  | Transactions with contractors, customers, or vendors of
    WebMD. Where an employee, close relative, or any
    other person with whom the employee has a close personal
    relationship, buys, sells, or leases (other than on behalf of
    WebMD) any kind of property, facilities, services, or equipment
    from or to any person or organization which is, or is seeking to
    become, a contractor, customer, or vendor of WebMD, a conflict
    of interest may arise.



| |   |                                                                                                                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | A conflict would not normally exist, however, in cases of
    routine personal purchases, sales, or leases made in the
    ordinary course from or to a large established company, such as
    for the employees personal household needs.                                                                                                       
|
| |  | On the other hand, if the employee, as part of the job
    responsibilities with WebMD, is in a position to make or
    influence decisions pertaining to transactions with such a
    company, a potential conflict of interest might exist, depending
    on the circumstances, if he or she has any private transactions
    with that company.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Transactions with WebMD. Any proposed
    business transaction between WebMD itself and an employee (other
    than those relating to the employees employment or
    services as an employee), close relative, or any other person
    with whom the employee has a close personal relationship would
    generally involve or lead to a conflict and must be fully
    disclosed to appropriate management in advance and requires
    approval by the Legal Department or, in the case of a director,
    executive officer or Senior Financial Officer, approval of the
    Audit Committee. The officers who are Senior Financial
    Officers for purposes of this Code of Conduct are our
    principal financial officer, comptroller or principal accounting
    officer and persons performing similar functions.
|
| |  | Corporate opportunity. Where an employee,
    close relative, or any other person with whom the employee has a
    close personal relationship, participates in any personal
    venture or transaction involving any existing or potential
    business activity or opportunity in which WebMD has an expressed
    interest or is of the type that WebMD would be expected to
    consider, a conflict of interest may be present, particularly if
    the employee is aware of WebMDs interest, unless
    WebMDs Board of Directors or Chief Executive Officer has
    made a decision to forego the opportunity.                                                                                                                                                                                                       

The above examples are not intended to be an all-inclusive list
of possible conflicts. In addition, there are other situations
which, while not clear-cut conflicts of interest, are,
nevertheless, inconsistent with the high standards of business
ethics that all WebMD employees are expected to follow. As noted
above, you should disclose any conflicts of interest or
potential conflicts of interest to the General Counsel or the
Compliance Officer.



|   |                                                           
|-- | ----------------------------------------------------------
|C. | Policy Regarding Financial Reporting and
    Recordkeeping

It is WebMDs policy that filings that WebMD makes with the
Securities and Exchange Commission and other public
communications made by WebMD comply with applicable disclosure
laws and regulations and NASDAQ Stock Market listing
requirements, including those relating to accuracy, completeness
and timeliness. WebMDs Senior Financial Officers and its
Chief Executive Officer have direct responsibility for
compliance with this policy. Certain members of the Legal,
Finance and Investor Relations Departments have job
responsibilities







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##### 







| |    |                                                                                      
| | -- | -------------------------------------------------------------------------------------
| | 1. | Unauthorized transactions and illegal or improper
    recordkeeping are not permitted



| |   |                                                                                                                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Business transactions shall be reported promptly and accurately
    in order to permit the preparation of accurate financial and
    other records.                                                                                                                                                    
|
| |  | Business transactions shall be executed only by employees
    authorized to do so.                                                                                                                                                                                                                     
|
| |  | Business transactions shall be evidenced by full and complete
    written agreements in accordance with policies and procedures
    approved by the Legal Department and the Finance Department.                                                                                                       
|
| |  | Acquisitions or dispositions of assets and other transactions
    are permitted only with authorization by the appropriate
    management levels.                                                                                                                                                      
|
| |  | Employee are prohibited from knowingly making untrue or
    misleading statements to WebMDs independent auditors or
    internal auditors or causing anyone else to do so and no
    employee may seek to improperly influence, directly or
    indirectly, the auditing of WebMDs financial records.
|
| |  | WebMD data transmitted and/or stored electronically shall be
    protected from errors, disasters, misuse, unauthorized access,
    and fraud.                                                                                                                                                         



| |    |                                                                                                                                                                                        
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | No employee may create or participate in the creation of
    any records that contain false information or that are intended
    to mislead anyone or conceal anything that is improper

To ensure that records accurately and fairly represent all
business transactions:



| |   |                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | All assets and transactions must be recorded in normal books and
    records.                                                                                                                         
|
| |  | No unrecorded funds shall be established or maintained for any
    purpose.                                                                                                                           
|
| |  | All expense reports must accurately reflect the true nature of
    the expense.                                                                                                                       
|
| |  | Oral and written descriptions of transactions, whether completed
    or contemplated, provided to those responsible for the
    preparation or verification of financial records must be
    accurate.

If an employee becomes aware of any improper accounting or
financial reporting practice or any improperly recorded or
documented transaction, he or she should report the matter
immediately to the Chief Financial Officer, the General Counsel,
the Compliance Officer or one of the senior officers in our
Human Resources Department. See also Section III.B.2 below,
for information about reporting anonymously through our Ethics
and Compliance Hotline.



|   |                                             
|-- | --------------------------------------------
|D. | Policy Regarding Governmental Investigations

It is the policy of WebMD to fully cooperate with any government
investigation. However, WebMD should have the opportunity to be
adequately represented in such investigations by its own legal
counsel. Accordingly, if employees obtain information that would
lead them to believe that a government investigation or inquiry
is underway, this information should be communicated immediately
to the Legal Department. Sometimes, it is difficult to tell when
a routine government







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##### 





Appropriate handling of government investigations is very
important for our company, its management, and for all
employees. Many federal laws regulating the conduct of our
business, including antitrust, securities, privacy, OSHA,
environmental, tax, and financial laws, contain civil and
criminal penalties. The criminal penalties may apply to the
corporation and to those individuals within a company who
actually took the actions that violated the law or failed to
take actions that resulted in a violation of the law. In some
government investigations, the companys lawyers can
protect the interest of both WebMD and its employees. In some
cases, there may be a conflict of interest between WebMD and
individual employees, and individual employees may need their
own legal counsel.

Employees should never, under any circumstances:



| |   |                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | destroy or alter any documents in anticipation of a request for
    those documents from any government agency or a court,                                                                
|
| |  | lie or make any misleading statements to any government
    investigator, or                                                                                                              
|
| |  | attempt to cause any other company employee, or any other
    person, to fail to provide information to any government
    investigator or to provide any false or misleading information.

The law guarantees all of us a right to be represented by legal
counsel during any investigation or inquiry by any government
agency. In view of the extremely technical nature of these
government investigations, we feel that the company itself
should be represented and that all of our employees should be
made aware of the opportunity for such representation. This
applies any time any government investigator wants to ask
questions about individual employee activities.

Employees also have this right if the questions are asked off
company property  such as at your home during the
evening. There is no reason any individual should not be allowed
sufficient time to consult with legal counsel before answering
questions from governmental investigators that may subject that
employee to individual criminal or civil liability.

Should any government inquiry arise through the issuance of a
written subpoena or written request for information (such as a
Civil Investigative Demand) such request should immediately, and
before any action is taken or promised, be submitted to our
Legal Department.



|   |                     
|-- | --------------------
|E. | Compliance with Laws



| |    |                                                                                                                      
| | -- | ---------------------------------------------------------------------------------------------------------------------
| | 1. | Know, respect and comply with all laws, rules and
    regulations applicable to the conduct of WebMDs
    businesses

Many laws and regulations apply to WebMD and its businesses.
Responsibility for compliance with law is part of
everyones job description. This section of the Code of
Conduct is intended to highlight some of the legal issues that
confront us. Many of the laws applicable to WebMDs
business are complex and evolving. WebMD does not expect its
employees to be experts on these laws  but we do
expect you to:



| |   |                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------
| |  | make the effort to understand the laws and company policies that
    apply to your specific job responsibilities,







---



##### 





| |   |                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------
| |  | review educational materials provided to you and participate in
    all required training programs, and
|
| |  | ask questions of and seek advice from our Legal Department and
    be guided by the advice received.   

The remainder of this section discusses some specific types of
laws that apply to some or all of our businesses.

2.     Privacy
Laws. In the course of our business, we may come
into the possession of individually identifiable health
information or other confidential information of individuals.
This is an area that is highly regulated, with evolving legal
standards that place various obligations on WebMD and its
employees regarding maintenance of the confidentiality of such
information.



| |   |                                                                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | WebMDs HIPAA Privacy Policies govern how WebMD uses and
    discloses certain kinds of health information that is protected
    under the Health Insurance Portability and Accountability Act of
    1996 (HIPAA) and its implementing Privacy Rule regulations.
|
| |  | In addition, we may be subject to additional contractual
    obligations with respect to maintaining the confidentiality of
    such information.                                                                                                                
|
| |  | Finally, we have Privacy Policies posted on our Web sites that
    set forth standards regarding our use of information collected
    through those sites.                                                                                                       

Whenever a question arises as to the application of privacy laws
or regulations, WebMD employees should seek advice from our
Chief Privacy Officer or other attorneys in the Legal Department
and be guided by the advice received.

3.     Antitrust
Laws. The objective of the antitrust laws and other
laws governing competition is to promote vigorous competition by
prohibiting competitors from sharing certain information or
working together in certain ways that reduce competition.
WebMDs policy is that all personnel comply with all
applicable antitrust laws and other laws governing competition.
WebMD employees should consult with the Legal Department
whenever any question arises as to the possible application of
the laws governing competition and be guided by the advice
received.

You should be aware that serious legal consequences, including
in some cases criminal fines and penalties, may result from
agreements or understandings with competitors, including any
such agreements:



| |   |                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------
| |  | to set or control prices,                                                                               
| |  | to allocate customers or territories,                                                                   
| |  | on bidding terms or whether or not to submit a bid for
    particular business or types of business, and
| |  | to boycott customers or suppliers.                                                                      

Certain other types of communications with competitors and
certain ways of working together with competitors are permitted
under the antitrust laws, but you should consult with a member
of the Legal Department before any meetings or discussions with
competitors and should report back to the Legal Department on
the substance of any meetings or discussions that are held. An
example of the type of action that generally is permitted, under
Legal Department supervision, is participation by appropriate
WebMD representatives in industry associations or trade groups.

4.     Anti-Kickback
Law. In the United States, there are federal and
state healthcare laws called Anti-Kickback Laws that prohibit
the offering of anything of value to a person that is







---



##### 





5.     Other Healthcare
Laws. There are various other healthcare laws that
may apply to our businesses, either directly or through our
relationships with customers. These laws cover areas that
include:



| |   |                                                                                     
| | - | ------------------------------------------------------------------------------------
| |  | reducing fraud and abuse in federal healthcare programs
    (Medicare and Medicaid),
| |  | eliminating the improper influence of financial incentives on
    medical judgment, 
| |  | protecting patients and improving the quality of healthcare
    services, and       
| |  | reducing the cost of healthcare.                                                    

It is WebMD policy to cooperate with our customers, suppliers
and other business partners in their efforts to comply with law.
Whenever a question arises as to the application of healthcare
laws or regulations and whenever a customer, supplier or other
business partner seeks our assistance in their compliance
efforts, WebMD employees should seek advice from the attorneys
in the Legal Department and be guided by the advice received.



|   |                                            
|-- | -------------------------------------------
|F. | Protection of WebMD Proprietary Information

Proprietary information developed or acquired by WebMD and not
freely available to others is a valuable asset that must be
protected against theft or inadvertent loss. Improper disclosure
could destroy the value of such information to WebMD and
substantially weaken our competitive position.

Various types of proprietary information include trade secrets,
as well as other technical, financial, and business information,
which WebMD either wishes to keep confidential or is under an
obligation to keep confidential. For example, such proprietary
information may concern products or services developed or being
developed by WebMD, research results, cost data, marketing
strategies, financial budgets, and long range plans. All such
information, at the time of development or acquisition, should
be clearly identified and marked Confidential.

For protection of proprietary information, WebMD necessarily
must and does rely primarily on the loyalty, integrity, good
faith, and alertness of its employees. The understanding of this
relationship is confirmed by requesting execution of an
agreement containing non-disclosure covenants and other
provisions designed to protect WebMDs proprietary
information. Upon leaving WebMD, the obligation to safeguard
WebMDs proprietary information continues.

The disclosure of WebMDs proprietary information to
persons outside WebMD must be limited to those who have a strict
need-to-know; that is, WebMDs need for the
outside parties to know. Any such disclosure must be made under
conditions which impose an enforceable obligation on the outside
parties neither to disclose nor use the information in an
unauthorized manner.







---



##### 



Even within WebMD, the disclosure of proprietary information
should be limited to those WebMD employees who have a need for
the information in order to fully perform their jobs.

The Legal Department is available to assist employees in the
legal aspects of protecting WebMD proprietary information.



|   |                             
|-- | ----------------------------
|G. | Corporate Political Activity

WebMD recognizes that, in order for political systems to
function properly, participation by citizens in civic and
political affairs is a necessary and desirable undertaking. In
this regard, it is the policy of WebMD to encourage its
employees to participate actively in the political process, to
be informed on public issues and on the positions and
qualifications of public officials and candidates for public
office, and to support, through personal financial and other
assistance, candidates, and parties of their choice. It is
WebMDs policy to comply fully with applicable laws
regulating corporate political activities.

In the United States, WebMD may, in accordance with applicable
federal, state, and local law, establish voluntary political
action committees to which employees may contribute and which
are independent of any political party, organization, or
candidate. Contributions may be made from these committees to
federal, state, and local candidates as permitted by federal and
state law.

Employees contributions to such committees will at all
times be absolutely voluntary. Participation or
non-participation will have no effect on the employment,
promotion, or compensation of any employee. Any employee who
feels pressured to contribute to any political fund, against
his/her wishes, is urged to report the facts to the Compliance
Officer, the General Counsel, the Chief Financial Officer or one
of the senior officers in our Human Resources Department.

In the United States, WebMD may make corporate campaign
contributions to state or local political parties, political
committees, or candidates for elective public office in those
states where such contributions are legal.

There will be no corporate contributions which assume a
second-step transaction which will benefit a party, candidate,
or committee not otherwise legally permitted to receive
corporate funds. In addition, WebMD does not pay honoraria to
public officials in any country, including federal office
holders in the United States. Exceptions are made on rare
occasions for state office holders in the United States where
permitted by law and where the recipient appears at WebMD
affairs or to meet with WebMD personnel. Payment of the
honoraria must have received the prior written approval of the
General Counsel.

Although political contributions by corporations are lawful in
some countries, it is WebMDs policy not to contribute
financially to political parties or candidates outside of the
United States under any circumstances.

As a corporate citizen, and consistent with WebMD policies,
WebMD may also express its views on public issues affecting
WebMD, its stockholders and employees, or the geographic areas
in which it operates. In the United States, WebMD may, in
accordance with applicable law, (1) express its views on
and provide financial assistance in support of or in opposition
to public issues and elections such as bond issues, tax
proposals, governmental reorganizations, referenda, and other
propositions, and (2) supply personnel, support, and
assistance to governmental units or associations.
Recommendations for financial or other assistance are to be
submitted to the General Counsel and are to be reviewed by the
Legal Department to determine







---



##### 





It is against WebMD policy, and may also be illegal, for any
employee to include, directly or indirectly, any political
contribution that the employee may desire to make on the
employees expense account or in any other way which causes
WebMD to reimburse the employee for that expense. In general,
the cost of fund-raising tickets for political functions are
considered political contributions. Therefore, including the
cost of any such fund-raising dinner on an expense account, even
if business is, in fact, discussed, is against WebMD policy and
possibly illegal.

The political process is highly regulated. You should consult
with the WebMDs Legal Department before doing anything
that could be construed as involving WebMD in any political
activity.



---









---



##### 



III. COMPLIANCE AND ENFORCEMENT



|   |              
|-- | -------------
|A. | Certification

WebMD may require certification, from time to time, from some or
all of its employees regarding their compliance with this Code
of Conduct, including their compliance with respect to
disclosure requirements set forth in Section II.B above for
conflicts of interest. WebMD relies on the accuracy and
completeness of these certifications. If you are asked to
provide a certification, please make sure to complete the form
carefully and sign and return it promptly.



|   |                                             
|-- | --------------------------------------------
|B. | Reporting Violations of this Code of Conduct



| |    |                                                                                                                                                          
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Reporting known or suspected violations of this Code of
    Conduct or any legal or ethical obligations is the
    responsibility of every WebMD employee

If you suspect or believe that another WebMD employee (including
part-time and temporary employees), consultant or contract
worker, or a WebMD business unit is violating the law or
WebMDs policies or is engaging in activities on
WebMDs behalf that otherwise could damage WebMDs
reputation, you must report this to the Compliance Officer, the
General Counsel, the Chief Financial Officer or one of the
senior officers in our Human Resources Department. In addition,
you are encouraged to raise any other issues or concerns you may
have relating to compliance matters and ethical business
practices, whether or not specifically addressed in WebMDs
formal policies. Do not assume that senior management
already knows or that someone else will make the report.Your supervisor or your Human Resources manager can help you
make the report.

All reports shall be treated confidentially to the extent
possible consistent with fair and rigorous enforcement of this
Code of Conduct. We dont expect you to enjoy the prospect
of informing on others; however, we must take steps to prevent
and detect criminal or unethical conduct in order to avoid
jeopardizing the welfare of WebMD and all of its employees,
customers, and investors. Please note that you should not
conduct your own investigation of any suspected violation
without the prior authorization by the General Counsel. Instead,
immediately report your suspicions to the Compliance Officer,
the General Counsel, the Chief Financial Officer or one of the
senior officers in our Human Resources Department. Any reports
that relate to accounting, auditing, internal auditing,
financial reporting, disclosure practices, or securities law
matters will be presented to the Audit Committee of the Board of
Directors.



| |    |                                                            
| | -- | -----------------------------------------------------------
| | 2. | You may make reports anonymously if you choose to do
    so

WebMD has retained an independent company to provide an Ethics
and Compliance Hotline that allows you to make reports
anonymously by telephone. A brochure containing the toll-free
number and instructions is being distributed with this Code of
Conduct. You do not need to give your name to use the Hotline.
The Hotline provider will forward reports made to it to the
Compliance Officer. You may also make anonymous reports by
writing to the Compliance Officer at the address provided below.
Any reports made to the Compliance Officer or through the
Hotline that relate to accounting, auditing, internal auditing,
financial reporting, disclosure practices, or securities law
matters will be presented to the Audit Committee of the Board of
Directors.



| |    |                       
| | -- | ----------------------
| | 3. | Non-Retaliation Policy

Our commitment to conducting business in accordance with legal
and ethical obligations requires an environment that allows
employees to report known or suspected violations without fear
of retaliation or retribution. No WebMD employee should be
discouraged from using any







---



##### 








NON-RETALIATION POLICY

WebMD is committed to providing a workplace conducive to open
discussion of its business practices. It is our policy to
protect employees who make reports, in good faith, of potential
violations of our Code of Business Conduct, the policies in our
Employee Handbook, other company policies or applicable law. In
addition, it is our policy to comply with all applicable laws
that protect employees against unlawful discrimination or
retaliation by their employer as a result of their lawfully
reporting information regarding corporate fraud or other
violations of law by WebMD or its employees.

Any employee who retaliates against another employee for
reporting problems will be subject to disciplinary action, which
may include termination of employment.If an
employee believes that he or she has been subjected to any
action that violates this Non-Retaliation Policy, he or she
should file a complaint with the Compliance Officer, the General
Counsel, the Chief Financial Officer or the Human Resources
Department. This Non-Retaliation Policy applies even if an
allegation that was made in good faith ultimately turns out to
be groundless. However, employees who file reports or provide
evidence that they know to be false or without a good faith
belief in the truth of such information will not be protected by
this Non-Retaliation Policy and may be subject to disciplinary
action, including termination of their employment.






|   |                   
|-- | ------------------
|C. | Compliance Officer

The Audit Committee of the Board of Directors of WebMD has
appointed a Compliance Officer to assist in the implementation
of this Code of Conduct. The current Compliance Officer is Lewis
Leicher, an Assistant General Counsel. He can be reached at
858-759-6008. You may also reach him at
lleicher@webmd.net or by writing to: WebMD Corporation,
16092 San Dieguito Road, P.O. Box 676306, Rancho
Santa Fe, CA 92067-6306.



|   |                                        
|-- | ---------------------------------------
|D. | Amendments, Waivers and Interpretations

While many of the policies set forth in this Code of Conduct
must be strictly adhered to and no exceptions allowed, in other
cases, some waivers or exceptions may be possible. For example,
a minor conflict of interest can sometimes be resolved simply by
disclosing the possible conflict to all interested parties and
making sure the person with the conflict is not involved in
decision-making in areas of conflict.

Any employee who believes that an exception to any of these
policies is appropriate in his or her case should contact his or
her immediate supervisor first. If the immediate supervisor
agrees that an exception is appropriate, you should contact the
Compliance Officer, who will coordinate seeking the approval of
the General Counsel or, in the case of an executive officer or a
Senior Financial Officer, the approval of the Audit Committee.

The General Counsel is responsible for interpreting and applying
this Code of Conduct to specific situations in which questions
may arise and granting any waivers, except with respect to
interpretations, applications and waivers involving executive
officers, Senior Financial Officers or directors, for which the
the Board of Directors or, to the extent permitted by law or the
listing







---



##### 





This Code of Conduct may be amended by the Board of Directors,
the Audit Committee or another duly authorized committee of the
Board of Directors. To the extent required by law or the listing
standards of The NASDAQ Stock Market, any such amendments shall
be disclosed publicly.



|   |                                      
|-- | -------------------------------------
|E. | Investigation of Suspected Violations

WebMD policy allows the use of any lawful method of
investigation that the company deems necessary to determine
whether a person has engaged in conduct that interferes or
adversely affects its business. All employees are expected to
cooperate in the investigation of any alleged violation of this
Code of Conduct and/or applicable law. It is imperative,
however, that even a preliminary investigation of any suspected
violation NOT be conducted without consulting with the
Compliance Officer or seeking the assistance and guidance of the
General Counsel. Following the completion of the investigation,
appropriate members of senior management will determine
appropriate action.



|   |                     
|-- | --------------------
|F. | Disciplinary Actions

Violations of this Code of Conduct will result in disciplinary
action, which may include termination, reprimands, warnings,
suspensions with or without pay, demotions, or salary
reductions. Violators may also be subject to civil or criminal
prosecution. Disciplinary actions may also extend to a
violators manager if WebMD determines that the violation
involved the participation of the manager or resulted from the
managers lack of diligence in enforcing compliance with
this Code of Conduct.

WebMD will document disciplinary actions taken against its
personnel for violations of this Code of Conduct. Such
documentation will be included in the individuals
personnel files. In reviewing the appropriate disciplinary
action imposed for a violation of this Code of Conduct, senior
management shall take into account the following factors:



| |   |                                                                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the nature of the violation and the ramifications of the
    violation to WebMD,                                                                                                                                       
| |  | whether the individual was directly or indirectly involved in
    the violation,                                                                                                                                       
| |  | whether the violation was willful or unintentional,                                                                                                                                                                    
| |  | whether the violation represented an isolated occurrence or a
    pattern of conduct,                                                                                                                                  
| |  | whether the individual in question reported the violation,                                                                                                                                                             
| |  | whether the individual withheld relevant or material information
    concerning the violation,                                                                                                                         
| |  | the degree to which the individual cooperated with the
    investigation,                                                                                                                                              
| |  | if the violation consisted of the failure to supervise another
    individual who violated this Code of Conduct, the extent to
    which the circumstances reflect inadequate supervision or lack
    of due diligence,
| |  | if the violation consisted of retaliation against another
    individual for reporting a violation or cooperating with an
    investigation, the nature of such retaliation, and                                       
| |  | the individuals past violations, if any.