**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549**

---

**FORM 10-Q**

---

(Mark One)

**[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934**

**For the Quarterly Period Ended June 30, 2000**

**OR**

**[  ]  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 000-25113**

**MarketWatch.com, Inc.**
(Exact name of Registrant as specified in its Charter)



|**Delaware**                                                   | **94-3315360**                         
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

**825 Battery StreetSan Francisco, California     94111**(Address of Principal Executive Offices)

**(415) 733-0500**(Registrant's Telephone Number, Including Area Code)







Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days:    YES [X]    NO [  ]

The number of shares of the Registrants' Common Stock outstanding as of August 1,
2000 was 16,423,387.







**MarketWatch.com, Inc.
      QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2000
                                TABLE OF CONTENTS**



|**PART I.   FINANCIAL INFORMATION**                                                                                                 | **Page No.**
|----------------------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                                    |             
|Item 1.   Interim Condensed Consolidated Financial Statements:                                                                      |             
|                                                                                                                                    |             
|Unaudited Condensed Consolidated Balance Sheets 
          
    at June 30, 2000 and December 31, 1999                              | **          
|                                                                                                                                    |             
|Unaudited Condensed Consolidated Statements of Operations 
          
    for the three and six months ended June 30, 2000 and 1999 | **          
|                                                                                                                                    |             
|Unaudited Condensed Consolidated Statements of Cash Flows 
          
    for the six months ended June 30, 2000 and 1999           | **          
|                                                                                                                                    |             
|Notes to Consolidated Financial Statements                                                                                          | **          
|                                                                                                                                    |             
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations               | **          
|                                                                                                                                    |             
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                                | **          
|                                                                                                                                    |             
|**PART II.  OTHER INFORMATION**                                                                                                     |             
|                                                                                                                                    |             
|Item 1.   Legal Proceedings                                                                                                         | **          
|                                                                                                                                    |             
|Item 2.   Changes in Securities and Use of Proceeds                                                                                 | **          
|                                                                                                                                    |             
|Item 3.   Defaults Upon Senior Securities                                                                                           | **          
|                                                                                                                                    |             
|Item 4.   Submission of Matters to a Vote of Security Holders                                                                       | **          
|                                                                                                                                    |             
|Item 5.   Other Information                                                                                                         | **          
|                                                                                                                                    |             
|Item 6.   Exhibits and Reports on Form 8-K                                                                                          | **          
|                                                                                                                                    |             
|**Signatures**                                                                                                                      | **          

Part I -- FINANCIAL INFORMATION

Item 1. Interim Condensed Consolidated Financial Statements

---

**MARKETWATCH.COM, INC.

                   UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                               (in thousands)

                                 (unaudited)**

`June 30,      December 31,
                                                           2000           1999
                                                       ------------  ------------
                          Assets
Current assets:
  Cash and cash equivalents ..........................     $56,201        $9,500
  Short term investments .............................          --         4,979
  Accounts receivable, net ...........................      10,579         8,073
  Prepaid expenses ...................................       3,959         3,699
                                                       ------------  ------------
          Total current assets .......................      70,739        26,251
Property and equipment, net ..........................       9,619         5,035
Intangible assets, net ...............................       1,898         2,683
Goodwill, net ........................................      97,425       122,840
Other assets .........................................          99            46
                                                       ------------  ------------
          Total assets ...............................    $179,780      $156,855
                                                       ============  ============

         Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable ...................................      $3,718        $3,948
  Accrued expenses ...................................       5,178         3,415
  Accumulated loss in joint venture ...................        320            --
  Deferred revenue ...................................          40           344
                                                       ------------  ------------
          Total current liabilities ..................       9,256         7,707
                                                       ------------  ------------

Stockholders' equity:
  Preferred stock .....................................         --            --
  Common stock .......................................         165           139
  Additional paid-in capital .........................     319,138       231,746
  Deferred compensation ..............................        (166)         (413)
  Contribution receivable ............................     (28,594)       (8,952)
  Accumulated deficit ................................    (120,019)      (73,372)
                                                       ------------  ------------
          Total stockholders' equity .................     170,524       149,148
                                                       ------------  ------------
          Total liabilities and
             stockholders' equity ....................    $179,780      $156,855
                                                       ============  ============`

**The accompanying notes are an integral part of these condensed consolidated
financial statements.**

---

**MARKETWATCH.COM, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                               (in thousands)

                                 (unaudited)**

`Three Months Ended     Six Months Ended

                                           June 30,              June 30,
                                    --------------------- ---------------------
                                       2000       1999       2000       1999
                                    ---------- ---------- ---------- ----------
Net revenues:
  Advertising......................    $9,194     $3,611    $17,921     $5,998
  Licensing........................     3,481      1,044      6,376      1,653
  Other............................       644        163      1,423        314
                                    ---------- ---------- ---------- ----------
       Total net revenues..........    13,319      4,818     25,720      7,965

Cost of revenues...................     5,355      2,199      9,794      3,400
                                    ---------- ---------- ---------- ----------
       Gross profit................     7,964      2,619     15,926      4,565

Operating expenses:
  Product development..............     2,070        842      4,370      1,469
  General and administrative.......     3,571      2,224      6,687      3,774
  Sales and marketing..............     6,881      4,524     14,801      7,590
  CBS advertising..................     5,931      3,703     10,358      6,858
  Purchased in-process
    research and development.......        --        200         --        200
  Amortization of goodwill
    and intangibles................    12,850      4,284     25,700      4,284
                                    ---------- ---------- ---------- ----------
       Total operating expenses....    31,303     15,777     61,916     24,175
                                    ---------- ---------- ---------- ----------
Loss from operations...............   (23,339)   (13,158)   (45,990)   (19,610)
Interest income, net...............       295        345        463        728
Equity in loss of joint venture....      (897)        --     (1,120)        --
                                    ---------- ---------- ---------- ----------
Net loss...........................  ($23,941)  ($12,813)  ($46,647)  ($18,882)
                                    ========== ========== ========== ==========
Basic and diluted net loss per
  share............................    ($1.54)    ($1.02)    ($3.15)    ($1.56)
                                    ========== ========== ========== ==========
Shares used in the calculation
  of basic and diluted net loss
  per share........................    15,578     12,548     14,801     12,094
                                    ========== ========== ========== ==========`

**The accompanying notes are an integral part of these
         condensed consolidated financial statements.**

---

**MARKETWATCH.COM, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                               (in thousands)

                                 (unaudited)**

`Six Months Ended
                                                              June 30,
                                                     ------------------------
                                                         2000          1999
                                                     -----------  -----------
Cash flows from operating activities:
  Net loss..........................................   ($46,647)    ($18,882)
  Adjustments to reconcile net loss to net
     cash used in operating activities:
     Equity in loss of joint venture................      1,120           --
     Provision for doubtful accounts................        255            7
     Depreciation and amortization..................     28,345        5,172
     Noncash charges from stockholders..............     10,358        6,858
     Changes in operating assets and liabilities:
       Accounts receivable..........................     (2,761)      (1,396)
       Prepaid expenses and other assets............       (313)        (489)
       Accounts payable and accrued expenses........      1,533        1,993
       Deferred revenue.............................       (304)         116
                                                     -----------  -----------
        Net cash used in operating activities.......     (8,414)      (6,621)
                                                     -----------  -----------
Cash flows from investing activities:
  Purchase of short term investments.................        --       (9,803)
  Sale of short term investments....................      4,979           --
  Acquisition of business, net of cash acquired......        --       (7,475)
  Purchase of property and equipment................     (6,482)      (1,205)
  Investment in joint venture.......................       (800)          --
                                                     -----------  -----------
        Net cash used in investing activities.......     (2,303)     (18,483)
                                                     -----------  -----------
Cash flows from financing activities:
  Issuance of common stock..........................      1,418       47,832
  Advances from DBC.................................         --       (3,946)
  Contributions from CBS and DBC.....................    56,000           --
                                                     -----------  -----------
        Net cash provided by financing activities...     57,418       43,886
                                                     -----------  -----------
Net change in cash..................................     46,701       18,782
Cash and cash equivalents at beginning of period....      9,500          140
                                                     -----------  -----------
Cash and cash equivalents at end of period..........    $56,201      $18,922
                                                     ===========  ===========`

**The accompanying notes are an integral part of these condensed consolidated
financial statements.**

Note 1 - Organization and Nature of Business

Basis Of Presentation

The interim financial data as of June 30, 2000 and for the six months
ended June 30, 2000 and 1999 is unaudited; however, in the opinion of the
Company, the interim data includes all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the results for the
interim periods. The results of operations for such periods are not necessarily
indicative of the results expected for a full year or for any future period.
These financial statements should be read in conjunction with the financial
statements and related notes included in the Company's Annual Report on Form 10-
K for the year ended December 31, 1999. Additionally, certain items previously
reported in specific financial statement captions have been reclassified to
conform with the current presentation.

The Company

MarketWatch.com, Inc. (the "Company"), a leading Web-based provider of
comprehensive, real-time, business news, financial programming and analytic
tools, was formed on October 29, 1997 in the state of Delaware as a limited
liability company and was jointly owned by Data Broadcasting Corporation ("DBC")
and CBS Broadcasting Inc. ("CBS") (collectively, the "Members"), with each
Member owning a 50% interest in the Company. In February 2000, DBC completed a
merger with the specialist asset valuation business, or the FTAM, of the
Financial Times Group, which is a part of Pearson, plc. Upon the closing of the
merger, the Financial Times Group transferred the FTAM to DBC in exchange for
approximately 60% of the outstanding common stock of DBC.

BigCharts.com, Inc. Acquisition

Effective June 9, 1999, the Company completed its acquisition of
BigCharts.com, Inc. ("BigCharts"), a Minnesota corporation, in a merger
transaction for $6.0 million in cash, $110.9 million worth of MarketWatch.com
common stock, and $38.6 million worth of options to purchase MarketWatch.com
common stock which are issuable upon exercise of options to purchase BigCharts
common stock assumed in the merger.

Joint Venture Agreement

On January 6, 2000, the Company entered into a joint venture
agreement with the Financial Times Group to establish Financial Times
Marketwatch.com (Europe) Limited, an internet provider of real time business
news, financial programming and analytical tools. Under the agreement, the
Company licenses its trademark and technology to the joint venture, contributes
certain domain names and 500,000 pounds sterling in exchange for 500,000 shares
of the joint venture. The Financial Times contributes trademarks for a royalty
fee, provides 15.0 million pounds sterling worth of rate card advertising over
five years and 500,000 pounds sterling in cash for 500,000 shares in the joint
venture. Each company owns a 50% interest in the joint venture. The joint
venture is accounted for using the equity method of accounting.  In July 2000,
the joint venture agreement was amended and the Company's ownership in the joint
venture decreased from 50% to 40%.

Note 2-Recent Accounting Pronouncements

In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
In June 2000, the SEC issued SAB No. 101B to defer the effective date of
implementation of SAB No. 101 until the fourth quarter of fiscal 2000. The
Company does not expect the adoption of SAB 101 to have a material effect on its
financial position or results of operations.

In April 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation", an interpretation of APB Opinion No. 25 ("FIN
44").  Among other issues, FIN 44 clarifies (a) the definition of employee
for purposes of applying Opinion No. 25, (b) the criteria for determining
whether a plan qualifies as a noncompensatory plan, (c) the accounting
consequence of various modifications to the terms of a previously fixed stock
option or award, and (d) the accounting for an exchange of stock compensation
awards in a business combination.  FIN 44 is generally effective July 1, 2000.
The Company has reviewed stock grants to determine the impact, if any, that may
arise from implementation of FIN 44, and management does not expect the impact,
if any, to be material to the financial statements.

Note 3 - Net Loss Per Share

Basic net loss per share is computed using the weighted
average number of shares of common stock. Diluted net loss per share is computed
using the weighted average number of shares of common stock and common
equivalent shares outstanding during the period. Common equivalent shares
consist of stock options (using the treasury stock method). Common equivalent
shares are excluded from the computation if their effect is anti-dilutive.



Options to purchase 2,449,497 and 1,787,524 shares of common
stock were outstanding at June 30, 2000 and 1999, respectively, but were not
included in the computation of diluted net loss per share because  inclusion of
such options would have been anti-dilutive.

Note 4 - Related Party Transactions

Under its license agreement with CBS, the Company expensed $1.0 million and
$170,000 for the three months ended June 30, 2000 and 1999, respectively, and
$1.7 million and $340,000 for the six months ended June 30, 2000 and 1999,
respectively, related to licensing of CBS news content and trademarks. In
addition, the Company has recorded advertising expenses of $5.9 million and $3.7
million at rate card value for the three months ended June 30, 2000 and 1999,
respectively, and $10.4 million and $6.9 million for the six months ended June
30, 2000 and 1999, respectively, for advertising and promotion provided by CBS.
Rental payments to CBS for leasing of certain facilities were $153,000 and
$79,000 for the three months ended June 30, 2000 and 1999, and $306,000 and
$158,000 for the six months ended June 30, 2000 and 1999, respectively.
Included in accounts receivable at June 30, 2000 is $643,000 owed to the Company
by CBS.

Licensing revenues from DBC were $500,000 and $398,000 for the three months
ended June 31, 2000 and 1999, respectively, and $969,000 and $763,000 for the
six months ended June 30, 2000 and 1999, respectively. In addition, the Company
recognized revenue of $491,000 and $992,000 for the three and six months ended
June 30, 2000, respectively, from television programming on CBS stations, and
costs of $575,000 and $1.2 million for the three and six months ended June 30,
2000, respectively, for production of the television programming.

DBC purchased $60,000 and $125,000 for the three months ended June 30, 2000
and 1999, respectively, and $120,000 and $265,000 for the six months ended June
30, 2000 and 1999 respectively, of advertising under an insertion order.
Included in accounts receivable at June 30, 2000 is $109,000 owed to the Company
by DBC.

Direct charges for subscription revenues for certain DBC data feeds were
$70,000 and $68,000 for the three month periods ended June 30, 2000 and 1999,
respectively, and $170,000 and $113,000 for the six months ended June 30, 2000
and 1999, respectively. Under the terms of the Amended and Restated Services
Agreement, DBC agreed to provide the Company with certain general services
including accounting, network operations, hosting of the Company's Web pages and
data feeds. Allocated charges for these services totaled $192,000 and $356,000
for the three months ended June 30, 2000 and 1999, respectively, and $385,000
and $652,000 for the six months ended June 30, 2000 and 1999, respectively.

An executive of the Company is also a member of the Board of Directors of a
customer. For the three and six months ended June 30, 2000, $50,000 and
$130,000, respectively, of advertising revenues were attributable to this
customer.

On May 5, 2000, the Company issued 1,136,814 shares of the Company's common
stock to each of DBC for $43.0 million in cash and the same number of shares to
CBS for $13.0 million in cash and $30.0 million in rate card advertising and
promotion over the next two years.

Note 5 - Subsequent Event

On July 5, 2000, in accordance with a joint venture agreement, we contributed
$3.1 million in funding to the Financial Times Marketwatch.com (Europe) Limited,
the joint venture between MarketWatch.com and the Financial Times.  In addition,
the joint venture agreement was amended in July 2000 decreasing the Company's
ownership from 50% to 40%.

On July 12, 2000 the Company's Board of Directors approved the adoption of
the Employee Stock Purchase Plan and reserved 500,000 shares for issuance under
the plan.  In addition, on each January 1, the aggregate number of shares of the
Company's Common Stock reserved for issuance under the Plan shall be increased
automatically by a number of shares purchased under the Plan in the preceding
calendar year; provided that the Board or the Committee may in its sole
discretion reduce the amount of the increase in any particular year.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21e of the Securities
Exchange Act of 1934, including, without limitation, statements regarding our
expectations, beliefs, intentions or future strategies that are signified by the
words "expects", "anticipates", "intends", "believes", or similar language. All
forward-looking statements included in this document are based on information
available to us on the date hereof, and we assume no obligation to update any
such forward-looking statements. Actual results could differ materially from
those projected in the forward-looking statements. In evaluating our business,
prospective investors should carefully consider the information set forth below
under the caption "Factors That May Affect Future Operating Results" in addition
to the other information set forth herein. We caution investors that the
Company's business and financial performance are subject to substantial risks
and uncertainties.

Overview

We completed our initial public offering in January 1999. Prior to the
offering, we were a joint venture owned 50% each by DBC and CBS, and were formed
as a limited liability company or LLC, in October 1997. We were formed as the
successor to DBC's Online/News Business, which commenced operations in October
1995. When this joint venture was formed, CBS and DBC agreed that their
contributions would be treated as having equal value. Immediately prior to the
closing of our initial public offering, we were re-organized from a limited
liability company into a corporation.

Since our formation as an LLC, we have operated as a provider of business
news, financial programming and analytic tools, with services including news
articles, feature columns and analytic tools, such as stock quotes and charting.
These services are available free of charge. We sell advertising banners and
sponsorships on our Web sites and subscriptions to certain DBC products and news
to DBC and others. In addition, with the acquisition of BigCharts in June 1999,
we are the leading provider of licensed online financial charting content to
electronic brokers, financial publishers and portals.

We have several agreements with CBS and DBC that include the following:

- Upon formation of MarketWatch.com into a corporation, CBS agreed to
contribute $30.0 million in rate card advertising through October 2002. The
$30.0 million contribution was delivered in full by the end of the quarter ended
June 30, 2000;
- CBS licenses its trademark and certain news content for royalties
approximating 8% of all of our net revenues other than revenue attributable to
DBC and certain other revenue. The license agreement expires in October 2005;
- DBC provides us with part of our Web site infrastructure and certain
operational and administrative services at DBC's cost. DBC's service obligation
expires on October 29, 2005. In addition, DBC pays us a monthly, per subscriber
fee for delivery of our news to DBC subscribers, subject to a minimum payment of
$100,000 per month. This obligation will expire in October 2002; and
- In May 2000, CBS contributed an additional $30.0 million in rate card
advertising and promotion to be delivered between March 1, 2000 and May 5, 2002.
CBS has delivered $1.4 million of the additional $30.0 million in advertising as
of June 30, 2000.

On January 6, 2000, we entered into a joint venture agreement with the
Financial Times Group to establish Financial Times Marketwatch.com (Europe)
Limited, an Internet-based provider of real-time business news, financial
programming and analytical tools. Our joint venture, FT.MarketWatch.com,
provides free, real-time financial and market news to Europe's rapidly growing
communities of individual investors. Under the agreement, we licensed our
trademark and technology to the joint venture and contributed certain domain
names and 500,000 pounds sterling in exchange for 500,000 shares of the joint
venture. The Financial Times licensed its trademarks for a royalty fee, will
provide 15.0 million pounds sterling worth of rate card advertising over five
years and contributed 500,000 pounds sterling in cash for 500,000 shares in the
joint venture.   In July 2000, we contributed an additional $3.1 million to the
joint venture to fund operations in accordance with the agreement, and our
ownership percentage was decreased from 50% to 40%, although control over the
joint venture operations remained equal between us and the Financial Times
Group.

Our revenue has grown recently and our ability to generate significant
revenue in the future is uncertain. Further, in view of the rapidly evolving
nature of our business and our very limited operating history, we have little
experience forecasting our revenues. Therefore, we believe that period-to-period
comparisons of our financial results are not necessarily meaningful and you
should not rely upon them as an indication of our future performance. To date,
we have incurred substantial costs to create, introduce and enhance our
services, to develop content, to build brand awareness and to grow our business.
As a result, we have incurred operating losses in each fiscal quarter since we
were formed. We expect operating losses and negative cash flows to continue for
the foreseeable future as we intend to increase our operating expenses to grow
our business. Because of non-cash charges in connection with our acquisition of
BigCharts, we also expect to incur net losses. We may also incur additional
costs and expenses related to content creation, technology, marketing or
acquisitions of businesses and technologies to respond to changes in our rapidly
changing industry. These costs could have an adverse effect on our future
financial condition or operating results.

Results of Operations

Net Revenues

Net revenues are derived from the sale of advertising on our Web site,
licensing of our content, distribution of television and radio broadcasts,
subscription sales from MarketWatch RT and MarketWatch Live, and the sale of
news to DBC, CBS and other customers. Net revenues increased by 177% to $13.3
million for the three months ended June 30, 2000 from $4.8 million for the three
months ended June 30, 1999 and 221% to $25.7 million for the six months ended
June 30, 2000 from $8.0 million for the six months ended June 30, 1999. The
increases are due primarily to the increase in the number of ads placed on our
Web sites, growth of our license revenue related to the acquisition of
BigCharts, an increase in new customers, expansion of services to current
customers, the launch of television broadcasts, and increased distribution of
our radio broadcasts.

The increase in advertising revenues was caused by several interrelated
factors, including the following:

- Increased number of advertisers;
- Increased users on our Web sites and resultant page views with
advertisements contained on those pages;
- Increased inventory available for sale due to the BigCharts acquisition and
the formation of strategic relationships such as Yahoo! and AOL;
- Increased size and productivity of our direct sales force;
- Increased rate card pricing for all ad placements; and
- Increased flexibility and sophistication of advertising packages offered to
advertisers.

Substantially all of our advertising customers purchase advertising under
short-term contracts. Customers can cease advertising on short notice without
penalty. Advertising revenues would be adversely affected if we were unable to
renew advertising contracts with existing customers or obtain new customers. We
expect to continue to derive a majority of our future net revenues from selling
advertisements. The market for Web advertising is intensely competitive, and
advertising rates could be subject to pricing pressure in the future. If we are
forced to reduce our advertising rates or we experience lower CPM's (cost per
thousand page views) across our Web sites or lower click-through advertising
rates as a result of such competition or otherwise, future revenues could be
adversely affected.

The increase in license revenue was caused by several interrelated factors,
including the following:

- Increase in the number of licensees,
- Increased in license products available due in part to the Big Charts
acquisition and
- Increased size and productivity of sales force.

License revenues depend on customer contract renewals and could decrease if
customers choose to renew for lesser amounts, terminate early or forgo renewal
as well as our ability to obtain new customers.  A significant amount of our
license revenue is earned from brokerages and financial service companies.  The
amount of license revenues depend on the number of users these customers have
each month.  If the number of users were to decrease, our license revenue would
decrease.  The growth of our license revenue could also be limited as there are
a limited number of brokerages and financial service companies.  In addition,
certain license contracts guarantee the performance of our web sites.  If our
sites do not perform as guaranteed, license revenue would be adversely
affected.



Cost of Revenues

Cost of revenues primarily consists of costs related to advertising and
news, including compensation, royalties payable to CBS and content providers,
bandwidth costs associated with serving pages on our Web properties, fees paid
for data, amortization of intangibles associated with the purchase of BigCharts,
Web site infrastructure costs, costs of serving ads, costs related to license
revenue including bandwidth and data fees, and costs related to subscriptions
including exchange fees and communication lines.

Cost of revenues increased by 145% to $5.4 million for the three months ended
June 30, 2000 from $2.2 million for the three months ended June 30, 1999 and
increased 188% to $9.8 million for the six months ended June 30, 2000 from $3.4
million for the six months ended June 30, 1999. Cost of revenues increased due
to the addition of news reporters and editors, costs associated with the
production of our television and radio programs, additional equipment and
bandwidth costs to accommodate increased traffic on our Web sites and license
services, costs to serve advertisements on the site, amortization of
intangibles, and royalties paid to CBS.

As a percentage of net revenues, cost of revenues were 40% and 46% for the
three months ended June 30, 2000 and 1999, respectively, and 38% and 43% for the
six months ended June 30, 2000 and 1999, respectively. The decrease as a
percentage of net revenues is due to economies of scale for costs of news and
network expenses. We expect cost of revenues in absolute dollars to increase in
the future as a result of our intention to increase the number of our news and
editorial staff, initial costs in excess of revenues related to broadcast and
broadband products and the addition of equipment and bandwidth costs to support
our Web sites' traffic in the future.

Product Development

Product development expenses primarily consist of data source fees,
compensation and benefits for Web site developers, designers and engineers to
maintain the site and software engineers, and expenses for contract programmers
and developers. Product development expenses increased by 149% to $2.1 million
for the three months ended June 30, 2000 from $842,000 for the three months
ended June 30, 1999 and increased 193% to $4.4 million for the six months ended
June 30, 2000 from $1.5 million for the six months ended June 30, 1999. Product
development expenses increased due to the hiring of additional employees, the
purchase of BigCharts and associated expenses and an increase in depreciation
expense related to capital expenditures for technology as we develop our Web
sites' infrastructure with the intention of discontinuing DBC services.

Product development expenses were 16% and 17% of net revenues for the three
months ended June 30, 2000 and 1999, respectively, and 17% and 18% for the six
months ended June 30, 2000 and 1999, respectively. The decrease as a percentage
of net revenues occurred because net revenues grew more quickly than personnel
and infrastructure costs. In absolute dollars, we expect to continue to increase
product development expenditures to maintain and enhance our Web sites and
product offerings.

General and Administrative

General and administrative expenses primarily consist of compensation and
benefits for finance, business development and administrative personnel,
allocations from DBC for administrative services, occupancy and facility costs,
professional fees, depreciation charges and charges for bad debt. General and
administrative expenses increased by 64% to $3.6 million for the three months
ended June 30, 2000 from $2.2 million for the three months ended June 30, 1999
and increased 76% to $6.7 million for the six months ended June 30, 2000 from
$3.8 million for the six months ended June 30, 1999. As a percentage of net
revenues, general and administrative costs were 27% and 46% for the three months
ended June 30, 2000 and 1999, respectively, and 26% and 47% for the six months
ended June 30, 2000 and 1999, respectively.

General and administrative expenses in absolute dollars increased due
primarily to increased headcount, occupancy, legal and consulting expenses. In
addition, the increase related to costs of being a public company, as well as
those related to the acquisition of BigCharts, including among others, travel
expenses and professional service fees. The absolute dollar level of general and
administrative expense is expected to increase in future periods as a result of
an increase in personnel and costs to support our intention to implement
independent financial and management systems.

Sales and Marketing

Sales and marketing expenses primarily consist of non-cash promotion
and advertising provided by CBS, online and offline advertisements, promotional
materials, compensation, benefits and sales commissions to our direct sales
force. Sales and marketing expenses increased by 56% to $12.8 million for the
three months ended June 30, 2000 from $8.2 million for the three months ended
June 30, 1999 and increased 74% to $25.2 million for the six months ended June
30, 2000 from $14.5 million for the six months ended June 30, 1999. As a
percentage of net revenues, sales and marketing expenses were 96% and 171% for
the three months ended June 30, 2000 and 1999, respectively, and 98% and 181%
for the six months ended June 30, 2000 and 1999, respectively. Sales and
marketing expenses increased in absolute dollars due to a number of factors,
including:

- An increase in amortization of promotions and advertising contributed by
CBS;
- Growth of our direct sales force and increased sales commissions from higher
advertising sales;
- An increase in purchases of Web banner ads to promote our products and
services;
- The cost of production of our television commercials and their broadcast;
and,
- An increase in the number of distribution relationships and related
payments.

We anticipate that sales and marketing expenses in absolute dollars will
increase in the near future as we continue to pursue an aggressive brand-
building strategy through advertising and distribution and continue to build our
direct sales organization and as we incur additional expenses relating to CBS'
advertising contribution.

Amortization of Intangibles

Of the $157.5 million purchase price for BigCharts, $152.5 million
was allocated to goodwill, which is being amortized over 3 years, and $3.6
million was allocated to intangible assets, which are being amortized over
periods ranging from 1.5 to 3.5 years.

Purchased In-Process Research and Development

Of the $157.5 million purchase price for BigCharts, $200,000 was
allocated to in-process research and development, which was expensed in full
upon completion of the acquisition in June 1999.

Interest Income

Interest income of $295,000 and $345,000 for the three months ended
June 30, 2000 and 1999, respectively, and $463,000 and $728,000 for the six
months ended June 30, 2000 and 1999, respectively, resulted from interest earned
on the proceeds from our initial public offering and subsequent additional
funding from CBS and DBC in May 2000. Interest income decreased for the three
months ended June 30, 2000 compared to the same period of 1999 due to use of
cash in excess of operating income.

Equity in Loss of Joint Venture

We recorded 50% of the loss incurred by FT MarketWatch.com based on
our ownership in the joint venture.  Our portion of the loss was $897,000 for
the three months ended June 30, 2000 and $1.1 million for the six months ended
June 30, 2000.  Our percent ownership in the joint venture decreased subsequent
to quarter end.  Future losses in the joint venture will be recognized based on
our adjusted ownership percentage of 40%.

Liquidity and Capital Resources

Since inception, we have funded our operations primarily from cash
contributed and advanced by DBC and CBS, revenues from advertising and licensing
sales and the proceeds from our initial public offering. Our cash, cash
equivalents and short term investments totaled $56.2 million at June 30, 2000,
compared to $14.5 million at December 31, 1999.

Cash used in operating activities of $8.4 million for the six months ended
June 30, 2000 was primarily due to a net loss of $46.7 million, offset by non-
cash charges of $10.4 million for advertising provided by CBS and $28.4 million
in depreciation of property and equipment and amortization of goodwill and
intangibles. Significant uses of cash in operations for the six months ended
June 30, 2000 include costs associated with increased sales and marketing
activities to establish and promote our products and services, increased
headcount and related expenses, and an increase in accounts receivable, a
decrease in accounts payable and accrued expenses.

Cash used in operating activities of $6.6 million for the six months ended
June 30, 1999 was primarily due to a net loss of $18.9 million, offset by non-
cash charges of $6.9 million for advertising provided by CBS, $5.0 million in
depreciation of property and equipment and amortization of goodwill and
intangibles, and a write-off of in-process research and development related to
the acquisition of BigCharts of $200,000. Significant uses of cash in operations
for the six months ended June 30, 1999 include costs associated with increased
sales and marketing activities to establish and promote our products and
services and costs of directors and officers' insurance premiums incurred as a
result of becoming a public company and an increase in accounts receivable with
a decrease in accounts payable and accrued expenses.

Cash used in investing activities was $2.3 million for the
six months ended June 30, 2000 and consisted primarily of the sale of short-term
investments, offset by capital expenditures and the investment in our joint
venture with the Financial Times Group. Capital expenditures have generally
consisted of purchases of computer hardware and software and leasehold
improvements related to leased facilities and are expected to increase in future
periods. We have experienced a substantial increase in capital expenditures and
operating lease arrangements since inception, which is consistent with increased
staffing and increased infrastructure to run the web site and internal systems.
We also anticipate additional cash contributions to support the growth of our
joint venture with the Financial Times Group.  In July 2000, we contributed an
additional $3.1 million to the joint venture with the Financial Times Group per
the joint venture agreement.



Cash used in investing activities of $18.5 million for the six months ended
June 30, 1999 consisted primarily of the purchase of short-term investments, the
purchase of BigCharts, and capital expenditures. The BigCharts purchase included
a cash payment of $6.0 million to stockholders and financial advisors of
BigCharts, and $1.5 million in acquisition costs.



Cash provided by financing activities was $57.4 million for
the six months ended June 30, 2000. In May 2000, we issued 1,136,814 shares of
our common stock to each of DBC, for $43.0 million in cash, and CBS for $13.0
million in cash and $30.0 million in rate card advertising.

Cash provided by financing activities was $43.9 million for the six months
ended June 30, 1999 resulting from the initial public offering completed in
January 1999 of 3,162,500 shares of common stock at $17 per share with proceeds
of $43.9 million, net of underwriting and offering expenses, and the repayment
of amounts owed to DBC.



As of June 30, 2000, commitments under noncancellable operating leases
totaled $16.5 million through December 31, 2010. We have entered into certain
agreements with Yahoo!, Inc., or Yahoo!, and America Online, Inc., or AOL, to
make payments for advertising and slotting over the next three years. In
addition, we are obligated to pay Yahoo! a fee based on the amount of traffic
directed to our Web site each month through the expiration of the agreement in
December 2000. As of June 30, 2000, we are committed to pay $5.7 million to AOL
over the next three years and a minimum of $1.6 million to Yahoo! in 2000.

To date, we continue to be partially dependent on DBC for our financial and
operational services and related support functions. We believe the
implementation of an independent accounting system; financial, operational and
management systems and controls; and reporting systems and procedures will be
necessary to support the continued expansion of our operations. Consequently, we
intend to expend working capital to support the development of
infrastructure.

Under the terms of the LLC agreement between CBS and DBC and, subsequently,
the credit agreement between us and DBC, DBC agreed to advance us up to an
aggregate of $5.0 million on a revolving basis through October 29, 2000.
Borrowings will bear interest at a variable rate per annum equal to The Chase
Manhattan Bank's prime rate plus 2% and are due on October 29, 2000. As of June
30, 2000, there were no advances outstanding from DBC under this credit
agreement.

We believe our recent receipt of $56.0 million in cash and $30.0 million in
non-cash rate card advertising from the sale of our common stock to CBS and DBC
and our credit agreement with DBC will be sufficient to meet our anticipated
needs for working capital and capital expenditures for at least the next 12
months. We may need to raise funds sooner if we acquire any additional
businesses, products or technologies. If additional funds were raised through
the issuance of equity securities, the percentage ownership of our then-current
stockholders would be reduced. However, if CBS or DBC elects to maintain its
percentage interest pursuant to the exercise of the purchase right under its
stockholders' agreements, then CBS or DBC would not necessarily suffer a
reduction in its ownership. Furthermore, such equity securities might have
rights, preferences, or privileges senior to those of our common stock.

Factors That May Affect Future Operating Results

We Rely on Our Relationships with CBS and DBC

CBS:

We would need to change the name of our Web sites and devote substantial
resources towards building a new brand name if our license agreement with CBS
was terminated or not renewed. This agreement also has a number of risks
associated with it. CBS can require us to remove any content on our Web sites
that it determines conflicts with, interferes with or is detrimental to its
reputation or business or for certain other reasons. We are also required to
conform to CBS's guidelines for the use of its trademarks. CBS has the right to
approve all materials, such as marketing materials, that include any CBS
trademarks. CBS also has control over the visual and editorial presentation of
its television news content on our Web sites. Because of these restrictions, we
may not be able to perform our desired marketing activities.

Our license agreement with CBS will expire on October 29, 2005, and CBS will
have no obligation to renew it. CBS will also have the right to terminate this
agreement if:

- we breach a material term or condition of the agreement;
- we become insolvent or subject to bankruptcy or similar proceedings;
- a competitor of CBS acquires 15% or more of our voting power;
- we issue voting securities to, or actively participate in the acquisition of
our voting power by a CBS competitor that results in such competitor directly or
indirectly owning 9% or more of our voting power;
- or we discontinue using the MarketWatch trademark and do not establish a
substitute mark acceptable to CBS.

If our agreement with CBS is terminated prior to the end of its term, our
business could be adversely affected. Also, we have no formal agreement with CBS
with respect to any of our correspondents who provide reports to CBS or any of
its affiliates. Therefore, there can be no assurance that these services will
continue in the future.

CBS agreed, subject to certain limitations, to provide us an aggregate rate
card amount of $30.0 million of advertising and on-air promotions during the
period from October 29, 1997 through October 29, 2002 per the Amended Service
Agreement, and has agreed to provide an additional $30.0 million in advertising
during the period from March 1, 2000 through May 5, 2002 per the Stock Purchase
Agreement dated March 28, 2000. We have recognized $31.4 million of this rate
card amount through June 30, 2000. However, the timing and placement of certain
of these advertisements and promotions are subject to CBS's discretion. CBS
could discontinue promoting us in the manner that it currently does. CBS also
makes no guarantees to us as to the demographic composition or size of the
audience that views certain promotions. This advertising and on-air promotion,
as well as our association with the CBS brand, are important elements of our
strategy to increase our brand awareness.

We may not be able to continue to attract a sufficient amount of user traffic
and advertisers to our Web sites without the CBS name and logo or promotion from
CBS.

DBC:

DBC currently provides delayed financial data to us at no charge. It also
provides real-time financial data to us for dissemination to subscribers of
certain of MarketWatch.com subscription services in exchange for a percentage of
the subscription fee. DBC provides us with certain general services, including
accounting services. We reimburse DBC for its actual costs of providing these
services. DBC pays us through October 2002 a monthly per-subscriber fee for
delivery of our news to all DBC subscribers, other than certain commercial ones,
with a minimum payment of $100,000 per month.

Although the stockholders' agreement among CBS, DBC and us contains certain
non-competition provisions, these provisions have certain exceptions and do not
provide for an exclusive relationship with DBC.

If DBC fails to provide these services satisfactorily, we would be required
to perform these services ourselves or obtain these services from another
provider. Replacing these services could cause us to incur additional costs. We
may not be able to replace these services on commercially reasonable terms or if
we choose to perform these services ourselves, we may not be able to perform
them adequately. During any such transition, our services could be disrupted for
an indefinite period of time and, as a result, we could lose a substantial
number of users and advertisers.

CONTROL BY CBS AND DBC:

As of June 30, 2000, CBS and DBC each owned approximately 34.3% of our
outstanding common stock. CBS and DBC have certain rights to have
representatives on our board of directors generally based upon the percentage of
our voting securities that they hold. Currently, they each have four
representatives. As a result of their share ownership and other rights, CBS and
DBC collectively are able to control our management and affairs, elect a
majority of our board of directors and approve significant corporate
transactions. This concentration of ownership and other rights could also delay
or prevent a change in control.

If a competitor of CBS directly or indirectly acquires more than 30% of the
voting power of DBC or substantially all of DBC's assets at a time when DBC
beneficially owns at least 10% of our outstanding common stock, CBS may within
45 days either:

- purchase all of our securities held by DBC; or
- require DBC to place these securities in a trust that would then dispose of
the securities with a view to maximizing the sale price while disposing of such
shares as promptly as reasonably practicable.

DBC would forfeit its board representation in either event. We cannot predict
which option, if any, CBS would elect in such an event.

We May Experience Potential Fluctuations in our Quarterly Operating Results,
Face Unpredictability of Future Revenue, Continue to Incur Losses in the Future
and Experience Seasonality in Our Operating Results

Our quarterly operating results may fluctuate significantly in the
future as a result of a variety of factors, many of which are outside our
control. These factors include:

- The early stage of our development, particularly given that we did not
become a separate legal entity until October 1997;
- The level of Web usage;
- Traffic levels on our Web sites, which can fluctuate significantly as a
result of business and financial news events;
- The demand for advertising on our Web sites as well as on the Web in
general;
- The demand for license of our technology and news;
- The ability to develop a new service, including broadband services and tools
and the success of our joint ventures in Europe and Asia;
- Changes in rates paid for Web advertising resulting from competition or
other factors;
- Our ability to enter into or renew our marketing and distribution
agreements;
- The amount and timing of our costs related to our marketing efforts or other
initiatives;
- The amount and timing of costs related to our new product development
efforts;
- Fees we may pay for distribution or content agreements or other costs we
incur as we expand our operations;
- New services introduced by us or our competitors;
- Competitive factors;
- Technical difficulties or system downtime affecting the Web generally or the
operation of our Web sites;
- Economic conditions specific to the Web as well as general economic
conditions; or
- Our ability to migrate our financial, administrative and operational systems
from DBC to our own internal systems.

Therefore, our operating results for any particular quarter may not be
indicative of future operating results.

We expect that over time our revenues will come from a mix of advertising,
content licensing, broadcasting and subscription service fees. However, we
expect to be substantially dependent on advertising revenues for the foreseeable
future. Therefore, our quarterly revenues and operating results are likely to be
particularly affected by the level of our advertising revenue in each quarter.
Our operating expenses are based on our expectations of our future revenues and
are relatively fixed in the short term. If we have lower revenues, particularly
advertising revenues, than we expect, we may not be able to quickly reduce our
spending in response. Our cost structure could also change dramatically as we
increasingly operate independently from DBC. If we continue to rely on DBC for
the services, we will be required to reimburse DBC for its costs in providing
the services. We will have little control over the amount of these costs, which
could be substantial. In addition, we have and will continue to significantly
increase our operating expenses to grow our business. Any shortfall in our
revenues would have a direct impact on our operating results for a particular
quarter and these fluctuations could affect the market price of our Common Stock
in a manner unrelated to our long term operating performance.

We have incurred operating losses in each fiscal quarter since we were
formed. We expect operating losses and negative cash flows to continue for the
foreseeable future as we intend to significantly increase our operating expenses
to grow our business.

We believe that advertising sales in traditional media, such as television
and radio, generally are lower in the first and third calendar quarters of each
year. If our market makes the transition from an emerging to a more developed
medium, seasonal and cyclical patterns in our industry may develop in the
future. Therefore, if our industry follows the same seasonal patterns as those
in the traditional media, we may experience lower advertising revenues in the
first and third calendar quarters of each year. Furthermore, traffic levels on
our Web sites typically fluctuate with the occurrence of significant events in
the business and financial news, such as fluctuations in the stock markets,
which could cause changes in our audience size.

We Need to Develop and Implement Our Own Internal Systems to Manage Our
Business and Our Growth

Although our predecessor business has been operating since October
1995, we did not become a separate legal entity until October 1997 when we were
formed as a limited liability company and we introduced our CBS.MarketWatch.com
Web site. Furthermore, we acquired BigCharts in June 1999.

We have been substantially dependent and continue to be partially dependent
on DBC to host our CBS.MarketWatch.com Web site and for many of our financial,
administrative and operational services and related support functions. We are
gradually moving our Web servers to third party data centers and will continue
to do so through 2000. We are also in process of implementing our own financial
reporting system, which we expect will be fully implemented by the end of 2000.
If we are not able to successfully transition our systems and servers from DBC,
we may not be able to perform these financial, administrative, operational and
support functions. In addition, we believe that we will need further
improvements in these systems, controls and procedures to manage growth. Our
future financial performance could be adversely affected if we or DBC do not
perform these functions effectively or if we do not implement these systems,
controls and procedures successfully.

We Need to Establish and Maintain Strategic Relationships with Other Web
Sites

We depend on establishing and maintaining distribution relationships
with high-traffic Web sites for a significant portion of our traffic. For
example, for the month of June 2000, over 10% of our traffic came from Yahoo!
and AOL. There is intense competition for placements on these sites, and we may
not be able to enter into such relationships on commercially reasonable terms or
at all. Even if we enter into distribution relationships with these Web sites,
they themselves may not attract significant numbers of users. Therefore, our
sites may not receive additional users from these relationships. Moreover, we
may have to pay significant fees to establish these relationships.

Occasionally we enter into agreements with advertisers, content providers or
other high traffic Web sites that require us to exclusively feature these
parties in certain sections of our Web site. Existing and future exclusivity
arrangements may prevent us from entering into other content agreements,
advertising or sponsorship arrangements or other strategic relationships. Many
companies we may pursue for a strategic relationship also offer competing
services. As a result, these competitors may be reluctant to enter into
strategic relationships with us. Our business could be adversely affected if we
do not establish and maintain additional strategic relationships on commercially
reasonable terms or if any of our strategic relationships do not result in
increased use of our Web sites.

We Depend on Third Parties to Track and Measure the Delivery of
Advertisements and It Could Be Difficult to Replace These Services

It is important to our advertisers that we accurately measure the
demographics of our user base and the delivery of advertisements on our Web
sites. We depend on third parties to provide these measurement services. If they
are unable to provide these services in the future, we would be required to
perform them ourselves or obtain them from another provider. This could cause us
to incur additional costs or cause interruptions in our business during the time
we are replacing these services. We are implementing additional systems designed
to record demographic data on our users. If we do not develop these systems
successfully, we may not be able to accurately evaluate the demographic
characteristics of our users. Companies may not advertise on our Web sites or
may pay less for advertising if they do not perceive our measurements or
measurements made by third parties to be reliable.

We Need to Expand Our Business and Be Able to Do So Successfully

We believe that we will need to expand our business and operations
both to operate as an entity independent from DBC and in order to support a
growing business. This growth is likely to continue to place a significant
strain on our resources. As we grow, we will implement new operational and
financial systems, procedures and controls. If we are unable to accomplish any
of these, our business could be adversely affected.

We Must Develop New and Enhanced Services and Features for Our Web Sites

We believe that our Web sites will be more attractive to advertisers
if we develop a larger audience comprised of demographically-favorable users.
Accordingly, we intend to introduce additional or enhanced services in the
future in order to retain our current users and attract new users. If we
introduce a service that is not favorably received our current users may not
continue using our service as frequently. New users could also choose a
competitive service over ours.

We may also experience difficulties that could delay or prevent us from
introducing new services. Furthermore, these services may contain errors that
are discovered after the services are introduced. We may need to significantly
modify the design of these services on our Web site to correct these errors. Our
business could be adversely affected if we experience difficulties in
introducing new services or if these new services are not accepted by users.

We Depend on the Continued Growth in Use of the Web, Particularly for
Financial News and Information

Our business depends on businesses and consumers continuing to
increase their use of the Web for obtaining news and financial information as
well as for conducting commercial transactions. Our business would be adversely
affected if Web usage does not continue to grow. Web usage may be inhibited for
a number of reasons, such as:

- Inadequate network infrastructure;
- Security concerns;
- Inconsistent quality of service; and
- Availability of cost-effective, high-speed service.

If Web usage grows, the Internet infrastructure may not be able to support
the demands placed on it by this growth or its performance and reliability may
decline. In addition, Web sites have experienced interruptions in their service
as a result of outages and other delays occurring throughout the Internet
network infrastructure. If these outages or delays frequently occur in the
future, Web usage, as well as usage of our Web sites, could grow more slowly or
decline.

We Face Risks Associated with Bandwidth Constraints

Our business relies on our ability to serve Web pages in a consistent
and timely manner. If the traffic on our Web sites grows at a rate that our
current communication lines cannot support, our pages will be served at a slower
rate or we will be unable to serve pages at all. We also rely on certain third
party providers for a significant amount of our current bandwidth capacity. If
these providers are unable to maintain their service level agreements or we are
unable to obtain additional bandwidth as our traffic grows, our business would
be adversely affected.

Unauthorized Break-Ins to Our Site Could Harm Our Business

Our servers are vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions, which could lead to interruptions,
delays or loss of data. In addition, unauthorized persons may improperly access
our data. A number of popular Web sites have recently experienced attacks from
"hackers" and other intrusions. Any actions like these could harm us. Actions
like these may be very expensive to remedy and could damage our reputation and
discourage new and existing users from using our site.

We Depend on the Sale of Advertisements on Our Web Sites, and if Web
Advertising Does Not Become Accepted, Our Business Would Be Harmed

We expect to derive a substantial amount of our revenues from
advertising for the foreseeable future. No standards have been widely accepted
to measure the effectiveness of Web advertising. If such standards do not
develop, existing advertisers may not continue their current levels of Web
advertising. Furthermore, advertisers that have traditionally relied upon other
advertising media may be reluctant to advertise on the Web. Advertisers that
already have invested substantial resources in other advertising methods may be
reluctant to adopt a new strategy. Our business would be adversely affected if
the market for Web advertising fails to develop or develops more slowly than
expected. In addition, our advertising packages are sold in campaigns ranging
from less than 2 weeks to a year or more. Advertisers generally have the right
to cancel a campaign with two weeks notice without penalty. Therefore,
advertising revenues would be adversely affected if we fail to maintain a
desirable medium for on-line advertising.

Different pricing models are used to sell advertising on the Web. It is
difficult to predict which, if any, will emerge as the industry standard. This
makes it difficult to project our future advertising rates and revenues. For
example, advertising rates based on the number of "click throughs," or user
requests for additional information made by clicking on the advertisement,
instead of rates based solely on the number of impressions, or times an
advertisement is displayed, could adversely affect our revenues because
impression-based advertising comprises a substantial majority of our current
advertising revenues. Our advertising revenues could be adversely affected if we
are unable to adapt to new forms of Web advertising. Moreover, "filter" software
programs that limit or prevent advertising from being delivered to a Web user's
computer are available. Widespread adoption of this software could adversely
affect the commercial viability of Web advertising.

We Depend on License Revenues, And If License Revenues Were To Decline,
Our Business Would Be Harmed

For the three months ended June 30, 2000 we derived 26% of our total
revenues from licensing of our content.  We expect to derive a significant
amount of our revenues from these licenses for the foreseeable future.  License
revenues depend on customer contract renewals and could decrease if customers
choose to renew for lesser amounts, terminate early or forgo renewal as well as
our ability to obtain new customers.  A significant amount of our license
revenue is earned from brokerages and financial service companies.  The amount
of license revenues depend on the number of users these customers have each
month.  If the number of users were to decrease, our license revenue would
decrease.  The growth of our license revenue could also be limited as there are
a limited number of brokerages and financial service companies.  In addition,
certain license contracts guarantee the performance of our web sites.  If our
sites do not perform as guaranteed, license revenue would be adversely
affected.

Web Security Concerns Could Hinder Internet Commerce

The need to securely transmit confidential information over the
Internet has been a significant barrier to electronic commerce and
communications over the Web. Any well-publicized compromise of security could
deter more people from using the Web or from using it to conduct transactions
that involve transmitting confidential information, such as stock trades or
purchases of goods or services. Because many of our advertisers seek to
advertise on our Web sites to encourage people to use the Web to purchase goods
or services, our business could be adversely affected.

We may also incur significant costs to protect against the threat of security
breaches or to alleviate problems caused by such breaches.

We Could Face Liability Related to Our Storage of Personal Information About
Our Users

We have a non-disclosure policy displayed on our Web sites. Our
policy is not to willfully disclose any individually identifiable information
about any user to a third party without the user's consent. This policy is
accessible to users of our personalized services when they initially register.
Despite this policy, however, if third persons were able to penetrate our
network security or otherwise misappropriate our users' personal information or
credit card information, we could be subject to liability. These could include
claims for unauthorized purchases with credit card information, impersonation or
other similar fraud claims. They could also include claims for other misuses of
personal information, such as for unauthorized marketing purposes. These claims
could result in litigation. In addition, the Federal Trade Commission and other
states have been investigating certain Internet companies regarding their use of
personal information. We could incur additional expenses if new regulations
regarding the use of personal information are introduced or if they chose to
investigate our privacy practices.

We Could Face Liability for the Information Displayed on Our Web Sites

We may be subjected to claims for defamation, negligence, copyright
or trademark infringement or based on other theories relating to the information
we publish on our Web sites. These types of claims have been brought, sometimes
successfully, against online services as well as other print publications in the
past. We could also be subjected to claims based upon the content that is
accessible from our Web sites through links to other Web sites. Our insurance
may not adequately protect us against these types of claims.

Our Common Stock Price is Volatile and Could Fluctuate Significantly

The trading price of our stock has been and may continue to be
subject to wide fluctuations. From January 1, 2000 through June 30, 2000, the
closing sale price of our common stock on the Nasdaq National Market ranged from
$14.94 to $45.00. As of June 30, 2000, the closing sale price was $18.8125. Our
stock price may fluctuate in response to a number of events and factors, such as
quarterly variations in operating results, announcements of technological
innovations or new products and media properties by us or our competitors,
changes in financial estimates and recommendations by securities analysts, the
operating and stock price performance of other companies that investors may deem
comparable, and news reports relating to trends in our markets. In addition, the
stock market in general, and the market prices for Internet-related companies in
particular, have experienced extreme volatility that often has been unrelated to
the operating performance of such companies. These broad market and industry
fluctuations may adversely affect the price of our common stock, regardless of
our operating performance.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate sensitivity. The primary objective of our investment
activities is to preserve principal while maximizing the income we receive from
our investments without significantly increasing risk. Some of the securities
that we have invested in may be subject to market risk. This means that a change
in prevailing interest rates may cause the principal amount of the investment to
fluctuate. For example, if we hold a security that was issued with a fixed
interest rate at the then-prevailing rate and the prevailing interest rate later
rises, the principal amount of our investment will probably decline. To minimize
this risk, we maintain our portfolio of cash in money market funds and short-
term investments classified as "available for sale." In general, money market
funds and short-term investments are not subject to market risk because the
interest paid on such funds fluctuates with the prevailing interest rate. As of
June 30, 2000, all of our investments mature in 90 days or less.

Exchange Rate Sensitivity.We consider our exposure to foreign
currency exchange rate fluctuations to be minimal, as we do not have any sales
denominated in foreign currencies. We have not engaged in any hedging
transactions to date.

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently aware of any legal proceedings or claims that we believe
will have, individually or in the aggregate, a material adverse effect on our
financial position or results of operations.

ITEM 2. CHANGE IN SECURITIES AND USED PROCEEDS

On January 14, 1999, our Registration Statement on Form S-1 (File No. 333-
65569) was declared effective by the Securities and Exchange Commission which
registration statement related to our initial public offering of common stock.
The managing underwriters of this offering were BT Alex.Brown Incorporated and
Donaldson Lufkin & Jenrette Securities Corporation, who acted as Joint Book
Running Managers, and Salomon Smith Barney Inc. and First Albany Corporation.
All of the 3,162,500 shares registered were sold by us. All of the shares of
common stock were sold at a public offering price of $17.00 per share, for an
aggregate offering price of $53.8 million. The amount of offering expenses were
$5.9 million, including underwriting discount of $3.7 million and other offering
expenses of $2.2 million for net proceeds of $47.8 million. As of June 30, 2000
the net proceeds to the Company have been applied as follows: (i) $4.6 million
for repayment of outstanding indebtedness to Data Broadcasting Corporation, an
affiliate of the Company, (ii) $35.7 million for working capital and (iii) $7.5
million relating to the purchase of BigCharts.

On May 5, 2000, we issued 1,136,814 to each of DBC for $43.0 million in cash
and CBS for $13.0 million in cash and an additional $30.0 million in rate card
advertising to be delivered between March 1, 2000 and May 5, 2002. The issuance
of shares of our common stock was made in reliance on Section 4(2) and/or
Regulation D promulgated under the Securities Act.  As of June 30, 2000 $4.7
million of the proceeds to the company have been used for working capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURTIY HOLDERS

On May 26, 2000, at the Company's Annual Meeting of Shareholders, the
Company's shareholders approved the following proposals.  Proxies were solicited
by the Company pursuant to Regulation 14A under the Securities and Exchange act
of 1934, as amended.  As of  May 26, 2000, the record date for the annual
meeting, there were approximately 14,115,363 shares of common stock entitled to
vote, of which 12,301,429 shares of common stock were present in person or by
proxy and voted at the meeting.

1. Proposal to elect eleven directors of the Company, each to survive until the
next Annual Meeting of Shareholders and until his successor is duly elected and
qualified or until his earlier resignation or removal.
2. Proposal to amend the 1998 Equity Incentive Plan to increase the number of
shares reserved under the plan.
3. Proposal to ratify the selection of PricewaterhouseCoopers LLP as
independent auditors for the Company for the fiscal year ended December 31,
2000.

`For ..........................    12,297,298
Against ......................           726
Abstain ......................         3,405
Not Voted ....................          --`



ITEM 5. OTHER INFORMATION

Effective July 12, 2000, Mr. Alan Hirschfield resigned from our board of
directors, and the Board appointed Mr. Giles Speckman to serve as a member of
our board.

On July 12, 2000 the Company's Board of Directors approved the adoption of
the Employee Stock Purchase Plan and reserved 500,000 shares for issuance under
the plan.  In addition, on each January 1, the aggregate number of shares of the
Company's Common Stock reserved for issuance under the Plan shall be increased
automatically by a number of shares purchased under the Plan in the preceding
calendar year; provided that the Board or the Committee may in its sole
discretion reduce the amount of the increase in any particular year.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

1. Index to Exhibits
2. Reports on the Form 8-K

**SIGNATURES**

In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



| |                      
| | ---------------------
| | MarketWatch.com, Inc.

| |             
| | ------------
| | (Registrant)



| |     |                  
| | --- | -----------------
| | By: | /s/ JOAN P. PLATT

| |                              
| | -----------------------------
| |                              
| | Joan P. Platt                
| | Chief Financial Officer      
| | (Principal Financial Officer)

---

**MarketWatch.com, Inc.**

**INDEX TO EXHIBITS**





|**Exhibit Title**        | **Exhibit Number**
|------------------------ | ------------------
|Financial Data Schedule* | 27.1              

* THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
MARKETWATCH.COM, INC. FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2000 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

---