**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 June 30, 2001**

**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,
2001 was 16,637,577.







MarketWatch.com, Inc.

Quarterly Report on Form 10-Q for the Period Ended
June 30, 2001

Table of Contents







|**PART I. FINANCIAL INFORMATION**                                                                                                                         | **Page No.**
|--------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                                                          |             
|Item 1. Interim Condensed Financial Statements:                                                                                                           |             
|                                                                                                                                                          |             
|Condensed Balance Sheets 
at June 30, 2001 (unaudited) and December 31, 2000. . . . . . . . . . . . . . .
 . . . . . . . . . . .                          | 3           
|                                                                                                                                                          |             
|Unaudited Condensed Statements of Operations 
for the three and six months ended June 30, 2001 and 2000 . . . . . . . . . . .
 . . . . . . . . . .        | 4           
|                                                                                                                                                          |             
|Unaudited Condensed Statements of Cash Flows 
for the six months ended June 30, 2001 and 2000 . . . . . . . . . . . . . . . .
 . . . . . . . . . . . .    | 5           
|                                                                                                                                                          |             
|Notes to Condensed Financial Statements (unaudited)  . . . . . . . . . . . .
 . . . . . . . . . . .                                                       | 6           
|                                                                                                                                                          |             
|Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations                                                             | 8           
|                                                                                                                                                          |             
|Item 3. Quantitative and Qualitative Disclosures About Market Risk . . . . .
 . . . . . . . . . . . . . . . . .                                           | 18          
|                                                                                                                                                          |             
|**PART II. OTHER INFORMATION**                                                                                                                            |             
|                                                                                                                                                          |             
|Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              | 18          
|                                                                                                                                                          |             
|Item 2. Changes in Securities and Use of Proceeds. . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . .                             | 18          
|                                                                                                                                                          |             
|Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . . .                      | 18          
|                                                                                                                                                          |             
|Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . .                                   | 18          
|                                                                                                                                                          |             
|Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              | 19          
|                                                                                                                                                          |             
|Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . .                         | 19          
|                                                                                                                                                          |             
|**Signatures**. . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . | 20          
|                                                                                                                                                          |             







Part I -- FINANCIAL INFORMATION

Item 1. Interim Condensed Financial Statements

MarketWatch.com, Inc.

Condensed Balance Sheets

(in thousands)







`June 30,     December 31
                                                           2001           2000
                                                       ------------  ------------
                                                       (unaudited)
                          Assets
Current assets:
  Cash and cash equivalents ..........................$     37,333   $    45,356
  Accounts receivable, net ...........................       9,894        11,838
  Prepaid expenses ...................................       2,303         2,497
                                                       ------------  ------------
          Total current assets .......................      49,530        59,691
                                                       ------------  ------------

Property and equipment, net ..........................      11,272        10,846
Intangible assets, net ...............................         526         1,129
Goodwill, net ........................................      46,595        72,010
Other assets .........................................         582           564
                                                       ------------  ------------
          Total assets ...............................$    108,505   $   144,240
                                                       ============  ============

         Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable ...................................$      5,959   $     5,810
  Accrued expenses ...................................       4,683         4,825
  Accumulated losses of joint venture in excess of
    investment........................................         646            --
  Deferred revenue ...................................         428           188
                                                       ------------  ------------
          Total current liabilities ..................      11,716        10,823
                                                       ------------  ------------

Stockholders' equity:
  Common stock .......................................         167           166
  Additional paid-in capital .........................     319,748       319,425
  Contribution receivable ............................     (18,861)      (21,539)
  Accumulated deficit ................................    (204,265)     (164,635)
                                                       ------------  ------------
          Total stockholders' equity .................      96,789       133,417
                                                       ------------  ------------
          Total liabilities and
             stockholders' equity ....................$    108,505   $   144,240
                                                       ============  ============`

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

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MarketWatch.com, Inc.

Unaudited Condensed Statements of Operations

(in thousands, except per share data)





`Three Months Ended     Six Months Ended

                                           June 30,              June 30,
                                    --------------------- ---------------------
                                       2001       2000       2001       2000
                                    ---------- ---------- ---------- ----------
Net revenues:
  Advertising......................$    4,864 $    9,194 $   10,043 $   17,921
  Licensing........................     6,217      3,481     12,082      6,376
  Other............................       787        644      1,556      1,423
                                    ---------- ---------- ---------- ----------
       Total net revenues..........    11,868     13,319     23,681     25,720

Cost of revenues...................     4,774      5,355      9,584      9,794
                                    ---------- ---------- ---------- ----------
       Gross profit................     7,094      7,964     14,097     15,926
                                    ---------- ---------- ---------- ----------
Operating expenses:
  Product development..............     2,166      2,070      4,651      4,370
  General and administrative.......     3,638      3,571      7,283      6,687
  Sales and marketing..............     6,140     12,812     13,678     25,159
  Amortization of goodwill
    and intangibles................    12,800     12,850     25,601     25,700
  Restructuring charges............     1,409         --      1,409         --
                                    ---------- ---------- ---------- ----------
       Total operating expenses....    26,153     31,303     52,622     61,916
                                    ---------- ---------- ---------- ----------

Loss from operations...............   (19,059)   (23,339)   (38,525)   (45,990)
Interest income, net...............       415        295      1,017        463
Equity in loss of joint venture....    (1,067)      (897)    (2,122)    (1,120)
                                    ---------- ---------- ---------- ----------
Net loss...........................$  (19,711)$  (23,941)$  (39,630)$  (46,647)
                                    ========== ========== ========== ==========
Basic and diluted net loss per
  share............................$    (1.19)$    (1.54)$    (2.39)$    (3.15)
                                    ========== ========== ========== ==========
Shares used in the calculation
  of basic and diluted net loss
  per share........................    16,607     15,578     16,590     14,801
                                    ========== ========== ========== ==========`

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

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MarketWatch.com, Inc.

Unaudited Condensed Statements of Cash Flows

(in thousands)



`Six Months Ended
                                                            June 30,
                                                     ------------------------
                                                         2001         2000
                                                     -----------  -----------
Cash flows used in operating activities:
  Net loss..........................................$   (39,630) $   (46,647)
  Adjustments to reconcile net loss to net
     cash used in operating activities:
     Provision for bad debt.........................        925          255
     Depreciation and amortization..................     28,499       28,345
     Equity in loss of joint venture................      2,122        1,120
     Noncash charges from stockholder...............      2,678       10,358
     Changes in operating assets and liabilities:
       Accounts receivable..........................      1,019       (2,761)
       Prepaid expenses and other assets............        176         (313)
       Accounts payable and accrued expenses........          7        1,533
       Deferred revenue.............................        240         (304)
                                                     -----------  -----------
     Net cash used in operating activities..........     (3,964)      (8,414)
                                                     -----------  -----------
Cash flows used in investing activities:
  Sale of short term investments....................         --        4,979
  Purchase of property and equipment................     (2,907)      (6,482)
  Investment in joint venture.......................     (1,476)        (800)
                                                     -----------  -----------
        Net cash used in investing activities.......     (4,383)      (2,303)
                                                     -----------  -----------
Cash flows provided by financing activities:
  Issuance of common stock..........................        324        1,418
  Contributions from CBS and DBC.....................        --       56,000
                                                     -----------  -----------
        Net cash provided by financing activities...        324       57,418
                                                     -----------  -----------
Net change in cash..................................     (8,023)      46,701
Cash and cash equivalents at the beginning of period      45,356       9,500
                                                     -----------  -----------
Cash and cash equivalents at the end of period......$     37,333  $   56,201
                                                     ===========  ===========`



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

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MARKETWATCH.COM, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)



Note 1 - Organization and Nature of Business

Basis of Presentation

The interim financial data as of June 30, 2001 and for the
six months ended June 30, 2001 and 2000 is unaudited; however, in the opinion of
MarketWatch.com, Inc. (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, 2000.

The Company

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"), with each owning a 50% interest in the Company.  In January 1999, the
Company converted into a corporation and completed an initial public offering of
3,162,500 share of common stock.  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 2001, an affiliate of
Pearson plc acquired DBC's 34.1% stake in MarketWatch.com, Inc.

Note 2 - Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
"Accounting for Derivative Instruments and Hedging Activities", subsequently
amended by SFAS 137 and SFAS 138. SFAS 133 establishes accounting and reporting
standards for derivative instruments and for hedging activities. The Company
adopted SFAS 133 in the first quarter of 2001 and did not have a material effect
on its results of operations or financial position.

On July 20, 2001, the FASB issued SFAS No. 141, "Business Combinations", and
SFAS No. 142, "Goodwill and Other Intangible Assets." These Statements make
significant changes to the accounting for business combinations, goodwill, and
intangible assets.

SFAS No. 141 established new standards for accounting and reporting
requirements for business combinations and will require that the purchase method
of accounting be used for all business combinations initiated after June 30,
2001.  Use of the pooling-of-interests method will be prohibited.  The Statement
also broadens the criteria for recording intangible assets separate from
goodwill.  Recorded goodwill and intangibles will be evaluated against this new
criteria and may result in certain intangibles being subsumed into goodwill, or
alternatively, amounts initially recorded as goodwill may be separately
identified and recognized apart from goodwill.  SFAS No. 142 establishes new
standards for goodwill acquired in a business combination and eliminates
amortization of goodwill and instead sets forth methods to periodically evaluate
goodwill for impairment.   Intangible assets with a determinable useful life
will continue to be amortized over that period. The Company will adopt the
provisions of each statement that apply to goodwill and intangible assets
acquired prior to June 30, 2001, on January 1, 2002. During the quarter and
six-month period ended June 30, 2001, amortization of goodwill and intangibles
totaled approximately $13.0 million and $26.0 million, respectively.

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 2,648,217 and 2,449,497 shares of common stock were
outstanding at June 30, 2001 and 2000, 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 4 - Related Party Transactions

Under its license agreement with CBS, the Company expensed $682,000 and $1.0
million for the three months ended June 30, 2001 and 2000, respectively, and
$1.3 million and $1.7 million for the six months ended June 30, 2001 and 2000,
respectively, related to licensing of CBS news content and trademarks. In
addition, the Company has recorded advertising expenses of $1.4 million and $5.9
million at rate card value for the three months ended June 30, 2001 and 2000,
respectively, and $2.7 million and $10.4 million at rate card for the six months
ended June 30, 2001 and 2000, respectively, for advertising and promotion
provided by CBS. Rental payments to CBS for leasing of certain facilities were
$277,000 and $153,000 for the three months ended June 30, 2001 and June 30,
2000, respectively, and $545,000 and $306,000 for the six months ended June 30,
2001 and 2000, respectively.

Licensing revenues from DBC were $354,000 and $500,000 for the three months
ended June 30, 2001 and 2000, respectively, and $788,000 and $969,000 for the
six months ended June 30, 2001 and 2000, respectively. In addition, the Company
recognized revenue of  $327,000 and $491,000 for the three months ended June 30,
2001 and 2000, respectively, and $732,000 and $992,000 for the six months ended
June 30, 2001 and 2000, respectively, from advertising on television programming
on CBS stations, and costs of $327,000 and $575,000 for the three months ended
June 30, 2001 and 2000, respectively, and $690,000 and $1.2 million for the six
months ended June 30, 2001 and 2000, respectively, for production of the
television programming.

DBC purchased $30,000 and $60,000 for the three months ended June 30, 2001
and 2000, respectively, and $63,000 and $120,000 for the six months ended June
30, 2001 and 2000, respectively, of advertising under insertion orders.

At June 30, 2001, $1.3 million was included in accounts receivable for radio
and television revenue due from CBS.  In addition, $392,000 was included in the
Company's accounts receivable related to license and subscription revenues due
from DBC.  At June 30, 2001, the Company had a liability of $717,000 owed to CBS
for royalty fees.

Direct charges for subscription revenues for certain DBC data feeds were
$38,000 and $70,000 for the three months ended June 30, 2001 and 2000,
respectively, and $93,000 and $170,000 for the six months ended June 30, 2001
and 2000, 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 $0 and $192,000 for the
three months ended June 30, 2001 and 2000, respectively, and $106,000 and
$385,000 for the six months ended June 30, 2001 and 2000, 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, 2001,
$80,000 of advertising revenues were attributable to this customer and for the
three and six months ended June 30, 2000, $50,000 and $130,000, respectively, of
advertising revenues were attributable to this customer

Note 5 - Restructuring Charges

In the second quarter of 2001, the Company implemented a
plan to reduce costs and improve operating efficiencies by discontinuing
initiatives and enhancements of our wireless and broadband businesses, and
recorded a restructuring charge of $1.4 million. The restructuring charge
consisted primarily of severance and benefits of $300,000 related to the
involuntary termination of approximately 35 employees; the estimated lease costs
of $510,000 pertaining to future obligations for non-cancelable lease payments
for excess facilities; and the write off of leasehold improvements, furniture
and fixtures, software and computer equipment with a net book value of $530,000.
The assets were taken out of service as they were deemed unnecessary due to the
reductions in workforce. In addition, the Company accrued for legal and
consulting costs of $70,000 related to the restructuring.  As of June 30, 2001,
the Company had paid out $300,000 related to severance and employee costs and
$580,000 remains to be paid out for lease costs and other expenses.

Note 6 - Stock Exchange Program

In April 2001, the Company's board of directors approved a
voluntary stock option exchange program. The program, offered in June 2001,
provided the Company's employees and directors the opportunity to cancel certain
stock options with exercise prices below the current market value of
MarketWatch.com stock, in exchange for new options to purchase 75% of the shares
subject to the cancelled options.  The new options will be granted on or after
January 19, 2002 at the then fair market value of the Company's common stock.
Options to purchase approximately 2.7 million shares were eligible for the
exchange program. On July 18, 2001, the Company cancelled options to purchase
approximately 989,000 shares, and expects to grant new options to purchase
up to 742,000 shares on or after January 19, 2002.

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 Our Operating Results" in addition to
the other information set forth herein. We caution investors that our business
and financial performance are subject to substantial risks and
uncertainties.

Overview

We completed our initial public offering in January 1999. Prior to our
initial public offering, we were a joint venture owned 50% each by DBC and CBS,
and were formed as a limited liability company in October 1997. We were formed
as the successor to DBC's Online/News Business, which commenced operations in
October 1995. 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, 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, license our content and tools to electronic
brokers, financial publishers and portals, generate revenue from advertising
through our television and radio programs, and sell subscriptions to certain DBC
products.

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 provided 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 $11.1 million of the additional $30.0 million in advertising
as of June 30, 2001.

In January 2000, we entered into a joint venture agreement with the Financial
Times Group, a part of Pearson plc, to establish Financial Times Marketwatch.com
(Europe) Limited, an Internet-based provider of real-time business news,
financial programming and analytical tools. The joint venture,
FTMarketWatch.com, launched in June 2000, and 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 for a
50% interest in the joint venture. The Financial Times licenses 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
a 50% interest in the joint venture.  In the six months ended June 30, 2001, we
contributed an additional $1.5 million to the joint venture to fund operations
in accordance with the agreement and have a commitment to continue funding the
joint venture for up to $4.3 million.

In January 2001, an affiliate of Pearson, plc acquired a stake in
MarketWatch.com, Inc. and held 33.9% of our outstanding common stock as of June
30, 2001.

Our ability to generate significant revenue or reach profitability in the
future is uncertain. Further, in view of the rapidly evolving nature of our
business, the volatile advertising market and our 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 may continue to experience operating losses in
the future. Because of non-cash charges in connection with our acquisition of
BigCharts, we also expect to incur net losses through the end of the current
year at which point the Company will adopt SFAS No. 142, "Goodwill and Other
Intangible Assets".  SFAS No. 142 establishes new accounting standards for
goodwill acquired in a business combination including eliminating amortization
of goodwill and instead sets forth methods to periodically evaluate goodwill for
impairment. 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 primarily derived from the licensing of our charting
and news content and the sale of advertising on our Web sites and broadcast
properties.  Net revenues decreased by 11% to $11.9 million for the three
months ended June 30, 2001 from $13.3 million for the three months ended June
30, 2000 and 8% to $23.7 million for the six months ended June 30, 2001 from
$25.7 million for the six months ended June 30, 2000.  The decrease is a result
of a decrease in advertising revenue offset by an increase in licensing revenue.
The decrease in advertising revenue was due to a decrease in the number of
advertisers on our web sites and smaller advertising buys from some existing
customers. Spending by our customers on web advertising has decreased in
response to generally uncertain economic conditions.  We cannot assure you that
our customers will continue to purchase advertising on our web sites at historic
levels or at all, or that we will obtain new customers.

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 significant amount of our future net revenues
from selling advertisements. The market for Web advertising is intensely
competitive and has experienced a recent softening in demand, therefore
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 for any reason, 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;
- Increase in license products available; and
- Increased size and productivity of our 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 depends 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 net revenues primarily consists of costs related to advertising
and news, including compensation, royalties payable to CBS and content
providers, web site infrastructure costs and costs of serving ads, and costs
related to license revenue including communication lines and data fees.

Cost of revenues decreased by 11% to $4.8 million for the three months ended
June 30, 2001 from $5.4 million for the three months ended June 30, 2000 and
decreased 2% to $9.6 million for the six months ended June 30, 2001 from $9.8
million for the six months ended June 30, 2000. Cost of revenues decreased
primarily due to the decrease in news production personnel and CBS production
costs and a decrease in the royalty payable due to CBS resulting from decreased
revenues.

As a percentage of net revenues, cost of revenues was 40% for the three
months ended June 30, 2001 and June 30, 2000 and 41% and 38% for the six months
ended June 30, 2001 and June 30, 2000, respectively. The increase as a
percentage of net revenues for the six-month period is due to the fixed nature
of the costs and the decrease in revenue. We expect cost of revenues in absolute
dollars to increase in the future as a result of increased royalty, costs in
excess of revenues related to broadcast 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 licensing fees for
content, compensation for software developers, and expenses for contract
programmers and developers.  Product development expenses increased by 5% to
$2.2 million for the three months ended June 30, 2001 from $2.1 million for the
three months ended June 30, 2000 and increased 7% to $4.7 million for the six
months ended June 30, 2001 from $4.4 million for the six months ended June 30,
2000. Product development expenses increased primarily due to an increase in
depreciation expense related to capital expenditures for technology as we
develop our Web sites' infrastructure.

Product development expenses were 18% and 16% of net revenues for the three
months ended June 30, 2001 and June 30, 2000, respectively and were 20% and 17%
of net revenues for the six months ended June 30, 2001 and June 30, 2000,
respectively. The increase as a percentage of net revenues occurred as net
revenues declined and personnel expenses and datasource fees increased. 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,
occupancy costs, professional fees, depreciation charges and charges for bad
debt. General and administrative expenses remained flat at $3.6 million for the
three months ended June 30, 2001 and the three months ended June 30, 2000, and
increased 9% to $7.3 million for the six months ended June 30, 2001 from $6.7
million for the six months ended June 30, 2000. As a percentage of net revenues,
general and administrative costs were 30% and 27% for the three months ended
June 30, 2001 and June 30, 2000, respectively and 31% and 27% for the six months
ended June 30, 2001 and June 30, 2000, respectively. General and administrative
expenses in absolute dollars increased for the six-month period due primarily to
bad debt expense, occupancy, and consulting expenses. The absolute dollar level
of general and administrative expense is expected to increase in future periods
in support of our infrastructure.

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 decreased by 52% to $6.1 million for the
three months ended June 30, 2001 from $12.8 million for the three months ended
June 30, 2000 and decreased 46% to $13.7 million for the six months ended June
30, 2001 from $25.2 million for the six months ended June 30, 2000. As a
percentage of net revenues, sales and marketing expenses were 51% and 96% for
the three months ended June 30, 2001 and June 30, 2000, respectively and 58% and
98% for the six months ended June 30, 2001 and June 30, 2000, respectively.
Sales and marketing expenses decreased in absolute dollars during the quarter
due to a number of factors, including a decrease in CBS in-kind advertising, a
reduction in cash advertising spending and a decrease in commissions due to
lower advertising sales.

We anticipate that sales and cash marketing expenses will decrease as we plan
to leverage our direct sales organization and previous brand-building strategy.

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.

2001 Restructuring Plan

In response to the continuing economic slowdown, we implemented a plan in the
second quarter of 2001 to reduce costs and improve operating efficiencies by
discontinuing initiatives and enhancement of our wireless and broadband
businesses. We recorded a restructuring charge of $1.4 million consisting
primarily of severance and benefits of $300,000 related to the involuntary
termination of approximately 35 employees; lease costs of $510,000 pertaining to
the estimated future obligations for non-cancelable lease payments for excess
facilities in California, New York and Minnesota that were vacated due to the
reductions in workforce; write-off of leasehold improvements, furniture and
fixtures, software and computer equipment with a net book value totaling
$530,000; and legal and consulting costs of $70,000 related to the
restructuring.

Interest Income

Interest income of $415,000 and $295,000 for the three months ended
June 30, 2001 and 2000, respectively, and $1.0 million and $463,000 for the six
month ended June 30, 2001 and June 30, 2000, respectively, resulted from
interest earned on the proceeds from additional financing from CBS and DBC
received on May 5, 2000.

Loss of Joint Venture

We recorded 50% of the loss incurred by FTMarketWatch.com based on
our ownership in the joint venture. Our portion of the loss was $1.1 million and
$897,000 for the three months ended June 30, 2001 and 2000, respectively, and
$2.1 million and $1.1 million for the six months ended June 30, 2001 and June
30, 2000, respectively.

Liquidity and Capital Resources

Since inception on October 29, 1997, we have funded our operations primarily
from cash contributed and advanced by DBC, CBS and Pearson plc, revenues from
advertising and licensing sales and the proceeds from our initial public
offering. Our cash, cash equivalents and short-term investments totaled $37.3
million at June 30, 2001, compared to $45.4 million at December 31, 2000.

Cash used in operating activities was $4.0 million for the six months ended
June 30, 2001, primarily from a net loss of $39.6 million, offset by non-cash
charges of  $28.5 million in depreciation and amortization of goodwill,
intangibles and property and equipment, $2.7 million in non-cash advertising
provided by CBS and the loss in the joint venture of $2.1 million.  Significant
cash provided by operations for the six months ended June 30, 2001 include a
decrease in accounts receivable and prepaid expenses as well as an increase in
deferred revenue.

Cash used in operating activities of $8.4 million for the six
months ended June 30, 2000 was primarily from a net loss of $46.6 million,
offset by non-cash charges of $10.4 million for advertising provided by CBS and
$28.3 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, an increase in accounts receivable,
partially offset by an increase in accounts payable and accrued expenses.

Cash used in investing activities was $4.4 million for the six months ended
June 30, 2001 and consisted of capital expenditures and the investment in our
joint venture with the Financial Times Group. Capital expenditures have
generally consisted of purchases of leasehold improvements related to leased
facilities and computer hardware.  We have experienced a substantial increase in
capital expenditures and operating lease arrangements since inception. We also
anticipate additional cash contributions to support the growth of our joint
venture with the Financial Times Group.

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.

Cash provided by financing activities was $324,000 for the six months ended
June 30, 2001 and reflected proceeds from the sale of common stock through the
exercise of stock options.

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.

As of June 30, 2001, commitments under noncancellable operating leases
totaled $14.3 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 two 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
2001. As of June 30, 2001, we are committed to pay $3.2 million to AOL over the
next two years and a minimum of $1.5 million to Yahoo! in 2001.

We believe our current cash position 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 Pearson elects to maintain its
percentage interest pursuant to the exercise of the purchase right under its
stockholders' agreements, then CBS or Pearson 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 Our Operating Results

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;
- Fluctuations in traffic levels on our Web sites, which can be significant as
a result of business and financial news events;
- Weakening demand for advertising on our Web sites as well as on the Web in
general;
- Reductions in rates paid for Web advertising resulting from softening
demand, competition or other factors;
- Changes in demand for licenses of our technology and news;
- The ability to develop new services;
- The success of our joint venture in Europe with the Financial Times Group;
- Our ability to enter into or renew on favorable terms 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;
- The level of Web usage;
- Competitive factors;
- Costs associated with restructuring activity;
- Technical difficulties or system downtime affecting the Web generally or the
operation of our Web sites; or
- Economic conditions specific to the Web as well as general economic
conditions.

We have incurred operating losses in each fiscal quarter since we were
formed. We may continue to experience operating losses in the future.

Over time, our revenues have come from a mix of advertising, content
licensing, broadcasting and subscription service fees. Our revenue has grown
more slowly than we expected during the past several quarters due to decreased
spending by companies on Web advertising together with increasingly uncertain
economic and market conditions. We expect our quarterly revenues and operating
results to be particularly affected by the changes in 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. In addition, we have
and will expect to continue to 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 believe that 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 Depend on the Sale of Advertisements on Our Web Sites, and If Demand
For Web Advertising Continues to Soften, Our Business Would Be Harmed

We expect to derive a substantial amount of our revenues from advertising
for the foreseeable future. We and other Web advertisers have recently
experienced softening in demand for our advertising services due to decreased
spending on Web advertising by companies and due to general uncertainty in the
economy.  We expect this reduced demand to continue in the future which will
cause our advertising revenue to be lower than we expected.  This would
substantially harm our business and could result in a decline in the trading
price of our common stock.

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 and may find it more difficult to measure the
effectiveness of web advertising. In addition, our advertising packages are sold
in campaigns ranging from less than two 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 offer a desirable opportunity for on-line advertising.

Because No Standard has been Widely Accepted to Measure the Effectiveness
of Web Advertisements, Changes in Current Pricing Models Would Seriously Harm
Our Operating Results

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.  In addition, 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 Our 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. 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 and continue to pay
significant fees to maintain these types of 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 License Revenues, And If License Revenues Were To Decline,
Our Business Would Be Harmed

We expect to derive a substantial amount of our revenues from licensing
of our content for the foreseeable future. License revenues depend on new
customer contracts and customer contract renewals and could decrease if new
business is not found or customers choose to renew for lesser amounts, terminate
early or forego renewal. A significant amount of our license revenue is earned
from brokerages and financial service companies. The amount of license revenues
depends 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.  Further, the existing brokerage and
financial service companies may merge which would further reduce the number of
customers.   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.

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.

If We Don't Expand Our Operations Successfully, Our Business Will be
Harmed

We believe that we will need to expand our business and operations in
order to support our business. This expansion is likely to continue to place a
significant strain on our resources. As we grow, we may need to implement new
operational 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 users do not accept these new services.

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

Because we expect to depend substantially on advertising revenue for the
foreseeable future, 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 advertising revenue and
therefore 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 may harm us and may be very expensive
to remedy and could damage our reputation and discourage new and existing users
from using our site.

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
certain 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
federal and state agencies 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 Current Restructuring Plan May Not Meet Objectives And Could Adversely
Affect Our Results of Operations and Financial Position

In response to the economic slowdown in the second quarter of 2001, we
implemented a restructuring plan to reduce our operating costs by discontinuing
initiatives and enhancements of our wireless and broadband businesses.
If we do not meet our
restructuring objectives or if the economic slowdown continues, we may have to
implement additional plans for restructuring in order to reduce our operating
costs.   Developing and implementing restructuring plans is time consuming and
could divert management attention, which could have an adverse effect on our
financial results.

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. During the last 52 week period ended June 30, 2001, the
closing sale prices of our common stock on the NASDAQ National Market ranged
from $1.84 to $24.75. As of August 1, 2001, the closing sale price was $2.60.
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, news reports relating to trends in our markets
and general economic conditions. In addition, the stock market in general, and
the market prices for Internet-related companies in particular, have experienced
extreme volatility. 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 cash
equivalents.  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, 2001, 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. We have not engaged in any
hedging transactions to date.

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On and after April 17, 2001, five putative shareholder class action lawsuits
were filed against us, certain of our current and former officers and directors,
and a number of investment banks, including some of the underwriters of our
initial public offering. The lawsuits were filed in the Southern District of New
York. Four of the lawsuits purport to be class actions filed on behalf of
purchasers of our stock during the period January 15, 1999 through April 16,
2001, and the fifth lists the period January 14, 1999 through April 21, 2001.
Plaintiffs allege that the underwriter defendants agreed to allocate stock in
the initial public offering to certain investors in exchange for excessive and
undisclosed commissions and agreements by those investors to make additional
purchases of stock in the aftermarket at pre-determined prices. Plaintiffs
allege that the Prospectus for our initial public offering was false and
misleading in violation of the securities laws because it did not disclose these
arrangements. We and our current and former officers and directors vigorously
deny all allegations of wrongdoing and intend to vigorously defend the actions.
We expect that plaintiffs will seek consolidation of the complaints. We expect
that the lawsuits will be consolidated and that plaintiffs will file a
consolidated complaint. We intend to file a motion to dismiss that complaint,
and we are not required to respond before that complaint is filed. We are aware
that over one hundred other companies have been named in nearly identical
lawsuits.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

On May 31, 2001, at the Company's Annual Meeting of Stockholders, the
Company's stockholders 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 April 27, 2001, the record date for the annual
meeting, there were approximately 16,603,219 shares of common stock entitled to
vote, of which 15,291,177 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 serve until the
next Annual Meeting of Stockholders and until his or her successor is duly
elected and qualified or until his or her earlier resignation or removal.





|DIRECTORS                      | For        | Withheld
|------------------------------ | ---------- | --------
|                               |            |         
|Larry Kramer ................. | 15,235,709 | 55,468  
|Andrew Heyward ............... | 15,234,938 | 56,239  
|Robert H. Lessin ............. | 15,230,265 | 60,912  
|Daniel Mason ................. | 15,234,848 | 56,329  
|Russell I. Pillar ............ | 15,229,460 | 61,717  
|Stephen Hill ................. | 15,229,447 | 61,730  
|John Makinson ................ | 15,229,485 | 61,692  
|Peter Glusker ................ | 15,229,460 | 61,717  
|Giles Spackman ............... | 15,229,447 | 61,730  
|Christie Hefner .............. | 15,223,885 | 67,692  
|Barry Herstein ............... | 15,229,572 | 61,605  





|For .......................... | 15,282,578
|------------------------------ | ----------
|Against ...................... | 7,421     
|Abstain ...................... | 1,178     
|Not Voted .................... | 1,312,042 

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 June 30,
2001.

---



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)         



Dated: August 14, 2001

| |                                              |                  
| | -------------------------------------------- | -----------------
| | By:                                          | /s/ JOAN P. PLATT
| |                                             
| | Joan P. Platt                               
| | Chief Financial Officer                     
| | (Principal Financial and Accounting Officer)

---







MarketWatch.com, Inc.

INDEX TO EXHIBITS



|**Exhibit Title**                                                                           | **Exhibit Number**
|------------------------------------------------------------------------------------------- | ------------------
|Employment Agreement dated as of July 1, 2001 between the
Registrant and Lawrence S. Kramer | 10.01