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

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**FORM 10-Q**

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(Mark One)

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

**For the Quarterly Period Ended March 31, 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 May 1,
2000 was 14,116,383.







**MarketWatch.com, Inc.
      QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2000
                                TABLE OF CONTENTS**



|**PART I.   FINANCIAL INFORMATION**                                                                                          | **Page No.**
|---------------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                             |             
|Item 1.   Interim Condensed Consolidated Financial Statements:                                                               |             
|                                                                                                                             |             
|Unaudited Condensed Consolidated Balance Sheets 
          
    at March 31, 2000 and December 31, 1999                      | **          
|                                                                                                                             |             
|Unaudited Condensed Consolidated Statements of Operations 
          
    for the three months ended March 31, 2000 and 1999 | **          
|                                                                                                                             |             
|Unaudited Condensed Consolidated Statements of Cash Flows 
          
    for the three months ended March 31, 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**                                                                                                               | **          

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**PART I -- FINANCIAL INFORMATION**

Item 1. Financial Statements

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**MARKETWATCH.COM, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                               (in thousands)

                                 (unaudited)**

`March 31,    December 31,
                                                           2000           1999
                                                       ------------  ------------
                          Assets
Current assets:
  Cash and cash equivalents ..........................     $10,845        $9,500
  Short term investments .............................          --         4,979
  Accounts receivable, net ...........................       9,304         8,073
  Prepaid expenses ...................................       2,990         3,699
                                                       ------------  ------------
          Total current assets .......................      23,139        26,251
Property and equipment, net ..........................       6,546         5,035
Investment in joint venture ..........................         577            --
Intangible assets, net ...............................       2,290         2,683
Goodwill, net ........................................     110,132       122,840
Other assets .........................................          83            46
                                                       ------------  ------------
          Total assets ...............................    $142,767      $156,855
                                                       ============  ============

         Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable ...................................      $6,550        $3,948
  Accrued expenses ...................................       3,593         3,415
  Deferred revenue ...................................         422           344
                                                       ------------  ------------
          Total current liabilities ..................      10,565         7,707
                                                       ------------  ------------

Stockholders' equity
  Preferred stock .....................................         --            --
  Common stock .......................................         142           139
  Additional paid-in capital .........................     232,952       231,746
  Deferred compensation ..............................        (289)         (413)
  Contribution receivable ............................      (4,525)       (8,952)
  Accumulated deficit ................................     (96,078)      (73,372)
                                                       ------------  ------------
          Total stockholders' equity .................     132,202       149,148
                                                       ------------  ------------
          Total liabilities and
             stockholders' equity ....................    $142,767      $156,855
                                                       ============  ============`

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

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**MARKETWATCH.COM, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                               (in thousands)

                                 (unaudited)**

`Three Months Ended
                                           March 31,
                                    ---------------------
                                       2000       1999
                                    ---------- ----------
Net revenues:
  Advertising......................    $8,727     $2,631
  Licensing........................     2,895        365
  Other............................       779        151
                                    ---------- ----------
       Total net revenues..........    12,401      3,147

Cost of revenues...................     4,439      1,201
                                    ---------- ----------
       Gross profit................     7,962      1,946

Operating expenses:
  Product development..............     2,300        627
  General and administrative.......     3,116      1,550
  Sales and marketing..............     7,921      3,066
CBS advertising.....................    4,426      3,155
  Amortization of goodwill
    and intangibles................    12,850        --
                                    ---------- ----------
       Total operating expenses....    30,613      8,398
                                    ---------- ----------
Loss from operations...............   (22,651)    (6,452)
Interest income, net...............       168        383
Loss in joint venture...............     (223)        --
                                    ---------- ----------
Net loss...........................  ($22,706)   ($6,069)
                                    ========== ==========
Basic and diluted net loss per
  share............................    ($1.62)    ($0.52)
                                    ========== ==========
Shares used in the calculation
  of basic and diluted net loss
  per share........................    14,024     11,635
                                    ========== ==========`

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

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**MARKETWATCH.COM, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                               (in thousands)

                                 (unaudited)**

`Three Months Ended
                                                             March 31,
                                                     ------------------------
                                                         2000          1999
                                                     -----------  -----------
Cash flows from operating activities:
  Net loss..........................................   ($22,706)     ($6,069)
  Adjustments to reconcile net loss to net
     cash used in operating activities:
     Equity in loss of joint venture................        223
     Provision for doubtful accounts................        118          (32)
     Depreciation and amortization..................     13,856          222
     Noncash charges from stockholders..............      4,426        3,155
     Changes in operating assets and liabilities:
       Accounts receivable..........................     (1,349)        (134)
       Prepaid expenses and other assets............        672         (416)
       Accounts payable and accrued expenses........      2,780        1,893
       Deferred revenue.............................         78            2
                                                     -----------  -----------
        Net cash used in operating activities.......     (1,902)      (1,379)
                                                     -----------  -----------
Cash flows from investing activities:
  Sale of short term investments....................      4,979            --
  Purchase of property and equipment................     (2,141)        (324)
  Investment in joint venture.......................       (800)           --
                                                     -----------  -----------
        Net cash provided by investing activities...      2,038         (324)
                                                     -----------  -----------
Cash flows from financing activities:
  Issuance of common stock..........................      1,209       47,832
  Advances from DBC.................................         --       (3,946)
                                                     -----------  -----------
        Net cash provided by financing activities...      1,209       43,886
                                                     -----------  -----------
Net change in cash..................................      1,345       42,183
Cash and cash equivalents at beginning of period....      9,500          140
                                                     -----------  -----------
Cash and cash equivalents at end of period..........    $10,845      $42,323
                                                     ===========  ===========`

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

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MARKETWATCH.COM, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(UNAUDITED)



Note 1 - Organization and Nature of Business

Basis Of Presentation

The accompanying unaudited condensed consolidated financial statements
reflect all adjustments that, in the opinion of management, are necessary for a
fair presentation of the results for the periods shown. 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.

In January 1999, the Company completed an initial public offering ("IPO")
of 3,162,500 shares of common stock at $17 per share. Total proceeds to the
Company were approximately $48.2 million, net of offering costs. Immediately
prior to the completion of the IPO, the Company was reorganized from a limited
liability company to a corporation. All share and per share data have been
retroactively adjusted to reflect the reorganization.

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.



Note 2 - 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 2,359,075 and 1,111,916 shares of common stock were
outstanding at March 31, 2000 and 1999, respectively, but were not included in
the computation of diluted net loss per share because either the options'
exercise price was greater than the average market price of the common shares
during the period or inclusion of such options would have been anti-
dilutive.



Note 3 - Related Party Transactions

Under certain agreements with CBS, the Company expensed $656,000 and
$170,000 for the three months ended March 31, 2000 and 1999, respectively,
related to licensing of CBS news content and trademarks. In addition, the
Company has recorded advertising expenses of $4.4 million and $3.2 million at
rate card value for the three months ended March 31, 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 March 31, 2000 and March 31, 1999, respectively.



Licensing revenues from DBC were $469,000 and $365,000 for the three months
ended March 31, 2000 and 1999, respectively. In addition, the Company recognized
revenue of $501,000 for the three months ended March 31, 2000 from television
programming on CBS stations, and costs of $575,000 for the three months ended
March 31, 2000 for production of the television programming.

For the three months ended March 31, 2000 and 1999, DBC purchased $60,000 and
$140,000, respectively, of advertising under an insertion order. Included in
accounts receivable at March 31, 2000 is $64,000 owed to the Company by DBC.



Direct charges for subscription revenues for certain DBC data feeds were
$100,000 and $45,000 for the three month periods ended March 31, 2000 and 1999,
respectively.  Under the terms of the Amended and Restated Licensing Agreement,
DBC will 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 $193,000 and $296,000 for the three
months ended March 31, 2000 and 1999, respectively.

An executive of the Company is also a member of the Board of Directors of a
customer. For the three months ended March 31, 2000, $80,000 of advertising
revenues were attributable to this customer.

Note 4 - Subsequent Event: Stock Purchase Agreement

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 to CBS for $13.0
million in cash and $30.0 million in rate card advertising and promotion over
the next two years.



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 its
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 orLLC, 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:

- CBS is committed to contribute $30.0 million in rate card advertising
through October 2002.  To date, we have recorded an aggregate non-cash
advertising expense of $25.5 million of the $30.0 million provided under this
agreement;
- 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 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, we issued 1,136,814 shares each 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 additional rate card advertising and promotion to be delivered
between March 1, 2000 and May 5, 2002.

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, will
provide free, real-time financial and market news to Europe's rapidly growing
communities of individual investors. Under the agreement, we license our
trademark and technology to the joint venture, contribute 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.

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 significantly 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 clients. Net revenues increased by 300% to $12.4
million for the three months ended March 31, 2000 from $3.1 million for the
three months ended March 31, 1999. The increase is due primarily to the increase
in the number of ads placed on our Web sites, and growth of our license revenue
related to the acquisition of BigCharts, an increase in new customers as well as
expansion of services to current customers.

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!, AOL and  iWon;
- 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.

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 allocated from DBC, 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 267% to $4.4 million for the three months
ended March 31, 2000 from $1.2 million for the three months ended March 31,
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 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 35% and 39% for
the three months ended March 31, 2000 and March 31, 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 267% to $2.3 million
for the three months ended March 31, 2000 from $627,000 for the three months
ended March 31, 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 18% and 20% of net revenues for the
three months ended March 31, 2000 and March 31, 1999, respectively.  The
decrease as a percentage of net revenues occurred as net revenues grew more
quickly than personnel 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 costs, professional
fees, depreciation charges and charges for bad debt. General and administrative
expenses increased by 94% to $3.1 million for the three months ended March 31,
2000 from $1.6 million for the three months ended March 31, 1999. As a
percentage of net revenues, general and administrative costs were 25% and 52%
for the three months ended March 31, 2000 and March 31, 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 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 98% to $12.3 million for the
three months ended March 31, 2000 from $6.2 million for the three months ended
March 31, 1999. As a percentage of net revenues, sales and marketing expenses
were 99% and 200% for the three months ended March 31, 2000 and March 31, 1999,
respectively. Sales and marketing expenses increased in absolute dollars during
the quarter 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
during the NCAA Basketball Tournament in March 2000; 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 future periods 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.

Interest Income

Interest income of $168,000 for the three months ended March 31, 2000 and
$383,000 for the three months ended March 31, 1999, resulted from interest
earned on the proceeds from our initial public offering.  Interest income
decreased for the three months ended March 31, 2000 compared to the same period
of 1999 due to use of cash in excess of income.

Liquidity and Capital Resources

Since inception on October 29, 1997, 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 $10.8
million at March 31, 2000, compared to $14.5 million at December 31, 1999.

Cash used in operating activities was $1.9 million for the quarter ended
March 31, 2000.  The cash used in the first quarter was primarily due to a net
loss of $22.7 million, offset by non-cash charges of $4.4 million for
advertising provided by CBS and $13.9 million in depreciation of property and
equipment and amortization of goodwill and intangibles. Significant uses of cash
in operations for the quarter ended March 31, 2000 include costs associated with
increased sales and marketing activities to establish and promote our products
and services and increased headcount and related expenses, offset by an increase
in accounts payable.

Cash used in operating activities of $1.4 million for the three months ended
March 31, 1999 was primarily due to a net loss of $6.1 million, offset by non
cash charges of $3.2 million for advertising provided by CBS. Significant uses
of cash in operations for the three months ended March 31, 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.

Cash provided by investing activities was $2.0 million for
the quarter ended March 31, 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 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. We
also anticipate additional cash contributions to support the growth of our joint
venture with the Financial Times Group.



Cash used in investing activities of $324,000 for the three months ended
March 31, 1999 consisted primarily of capital expenditures.

Cash provided by financing activities was $1.2 million for
the quarter ended March 31, 2000 and primarily reflected proceeds from the sale
of common stock.



Cash provided by financing activities was $43.9 million for
the three months ended March 31, 1999 due to the initial public offering,
completed in January 1999, of 3,162,500 shares of common stock at $17 per share,
net of underwriting and offering expenses and the repayment of amounts owed to
DBC.



As of March 31, 2000, commitments under noncancellable operating leases
totaled $2.7 million through December 31, 2004.   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 March 31, 2000, we are committed to pay $7.0 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. As a
consequence, 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 MarketWatch.com 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
March 31, 2000, there were no advances 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.

Year 2000

To date, we have not experienced any significant year 2000 related
problems with our internally developed software or our third-party supplied
software and computer systems, and we are not aware of any failure of our
systems or of our third-party suppliers to be year 2000 compliant that could
significantly impact our business or operations.

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 were 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 has 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 and we have
recognized $25.5 million of this rate card amount through March 31, 2000. On May
5, 2000, upon the issuance of our common stock, CBS has agreed to provide an
additional $30.0 million in rate card advertising to be delivered between March
1, 2000 and May 5, 2002. However, the timing and placement 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 these advertisements or 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. This obligation will terminate if our
license agreement terminates.

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 and human resources 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 May 5, 2000, CBS and DBC each owned
approximately 34.4% 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 ability to develop a new service, including broadband services, tools
and the joint venture in Europe;
- 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 away 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 our 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 March 2000, approximately 9% 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 our 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 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.



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 March 31, 2000, the closing sale
prices of our common stock (NASDAQ: MKTW) on the Nasdaq National Market ranged
from $34.375 to $45.00. As of May 1, 2000, the closing sale price was $20.625.
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
March 31, 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
March 31, 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) $8.4 million in temporary
investments, (iii) $27.3 million for working capital and (iv) $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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

No reports on the Form 8-K were filed in the quarter ended March 31,
2000.







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**MarketWatch.com, Inc.**

**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)

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**MarketWatch.com, Inc.**

**INDEX TO EXHIBITS**





|**Exhibit Title**                                                                                                                          | **Exhibit Number**
|------------------------------------------------------------------------------------------------------------------------------------------ | ------------------
|Stock Purchase Agreement dated March 28, 2000 by and
among MarketWatch.com, Inc., CBS Broadcasting, Inc.
and Data Broadcasting Corporation | 10.1              
|Financial Data Schedule*                                                                                                                   | 27.1              

* THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
MARKETWATCH.COM, INC. FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2000 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

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