**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 September 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 October 29,
2001 was 16,739,631.







MarketWatch.com, Inc.

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

Table of Contents







|**PART I. FINANCIAL INFORMATION**                                                                                  | **Page No.**
|------------------------------------------------------------------------------------------------------------------ | ------------
|                                                                                                                   |             
|Item 1. Interim Condensed Financial Statements:                                                                    |             
|                                                                                                                   |             
|Condensed Balance Sheets 
     at September 30, 2001 (unaudited) and December 31, 2000                             | 3           
|                                                                                                                   |             
|Unaudited Condensed Statements of Operations 
     for the three and nine months ended September 30, 2001 and 2000 | 4           
|                                                                                                                   |             
|Unaudited Condensed Statements of Cash Flows 
     for the nine months ended September 30, 2001 and 2000           | 5           
|                                                                                                                   |             
|Notes to Financial Statements (unaudited)                                                                          | 6           
|                                                                                                                   |             
|Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations                      | 9           
|                                                                                                                   |             
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                                                 | 20          
|                                                                                                                   |             
|**PART II. OTHER INFORMATION**                                                                                     |             
|                                                                                                                   |             
|Item 1. Legal Proceedings                                                                                          | 20          
|                                                                                                                   |             
|Item 2. Changes in Securities and Use of Proceeds                                                                  | 21          
|                                                                                                                   |             
|Item 3. Defaults Upon Senior Securities                                                                            | 21          
|                                                                                                                   |             
|Item 4. Submission of Matters to a Vote of Security Holders                                                        | 21          
|                                                                                                                   |             
|Item 5. Other Information                                                                                          | 21          
|                                                                                                                   |             
|Item 6. Exhibits and Reports on Form 8-K                                                                           | 21          
|                                                                                                                   |             
|**Signatures**                                                                                                     | 22          






Part I -- FINANCIAL INFORMATION

Item 1. Interim Condensed Financial Statements



**MarketWatch.com, Inc.

                           Condensed Balance Sheets

                               (in thousands)**

`September 30,   December 31,
                                                           2001           2000
                                                       ------------  ------------
                                                       (unaudited)
                          Assets
Current assets:
  Cash and cash equivalents ..........................$     36,324  $     45,356
  Accounts receivable, net ...........................       7,768        11,838
  Prepaid expenses ...................................       1,997         2,497
                                                       ------------  ------------
          Total current assets .......................      46,089        59,691
                                                       ------------  ------------
Property and equipment, net ..........................      10,847        10,846
Intangible assets, net ...............................         433         1,129
Goodwill, net ........................................      33,887        72,010
Other assets .........................................         145           564
                                                       ------------  ------------
          Total assets ...............................$     91,401  $     144,240
                                                       ============  ============

         Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable ...................................$      4,177  $      5,810
  Accrued expenses ...................................       4,751         4,825
  Deferred revenue ...................................         209           188
                                                       ------------  ------------
          Total current liabilities ..................       9,137        10,823
                                                       ------------  ------------

Stockholders' equity:
  Preferred stock ....................................         --            --
  Common stock .......................................         168           166
  Additional paid-in capital .........................     319,905       319,425
  Contribution receivable ............................     (17,499)      (21,539)
  Accumulated deficit ................................    (220,310)     (164,635)
                                                       ------------  ------------
          Total stockholders' equity .................      82,264       133,417
                                                       ------------  ------------
          Total liabilities and
             stockholders' equity ....................$     91,401  $    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   Nine Months Ended
                                         September 30,        September 30,
                                    --------------------- ---------------------
                                       2001       2000       2001       2000
                                    ---------- ---------- ---------- ----------
Net revenues:
  Advertising......................$    3,385 $    8,356 $   13,428 $   26,277
  Licensing........................     6,360      4,226     18,442     10,602
  Other............................       783        935      2,339      2,358
                                    ---------- ---------- ---------- ----------
       Total net revenues..........    10,528     13,517     34,209     39,237

Cost of revenues...................     4,527      5,606     14,111     15,400
                                    ---------- ---------- ---------- ----------
       Gross profit................     6,001      7,911     20,098     23,837
                                    ---------- ---------- ---------- ----------
Operating expenses:
  Product development..............     1,905      2,144      6,556      6,514
  General and administrative.......     2,787      3,853     10,070     10,540
  Sales and marketing..............     5,527      8,841     19,205     34,000
  Amortization of goodwill
    and intangibles................    12,801     12,849     38,402     38,549
  Restructuring charges............        --         --      1,409         --
                                    ---------- ---------- ---------- ----------
       Total operating expenses....    23,020     27,687     75,642     89,603
                                    ---------- ---------- ---------- ----------
Loss from operations...............   (17,019)   (19,776)   (55,544)   (65,766)
Interest income, net...............       329        883      1,345      1,346
Equity in gain (loss) of joint
  venture..........................       645     (1,416)    (1,476)    (2,536)
                                    ---------- ---------- ---------- ----------
Net loss...........................$  (16,045)$  (20,309)$  (55,675)$  (66,956)
                                    ========== ========== ========== ==========
Basic and diluted net loss
  per share .......................$    (0.96)$    (1.23)$    (3.35)$    (4.19)
                                    ========== ========== ========== ==========
Shares used in the calculation of
  basic and diluted net loss
  per share.........................   16,678     16,473     16,620     15,992
                                    ========== ========== ========== ==========`

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

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**MARKETWATCH.COM, INC.


                 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                               (in thousands)**

`Nine Months Ended
                                                            September 30,
                                                     ------------------------
                                                         2001          2000
                                                     -----------  -----------
Cash flows from operating activities:
  Net loss..........................................$   (55,675) $   (66,956)
  Adjustments to reconcile net loss to net cash used
  in operating activities:
     Equity in loss of joint venture................      1,476        2,536
     Provision for doubtful accounts................      1,010          450
     Depreciation and amortization..................     42,607       42,552
     Noncash charges from stockholder...............      4,040       12,061
     Changes in operating assets and liabilities:
       Accounts receivable..........................      3,060       (5,384)
       Prepaid expenses and other assets............        919          (87)
       Accounts payable and accrued expenses........     (1,707)       3,476
       Deferred revenue.............................         21         (286)
                                                     -----------  -----------
        Net cash used in operating activities.......     (4,249)     (11,638)
                                                     -----------  -----------
Cash flows from investing activities:
  Sale of short term investments....................         --        4,979
  Purchase of property and equipment................     (3,789)      (8,202)
  Investment in joint venture.......................     (1,476)      (3,882)
                                                     -----------  -----------
        Net cash used in investing activities.......     (5,265)      (7,105)
                                                     -----------  -----------
Cash flows from financing activities:
  Issuance of common stock..........................        482        1,638
  Contributions from CBS and DBC.....................        --       56,000
                                                     -----------  -----------
        Net cash provided by financing activities...        482       57,638
                                                     -----------  -----------
Net change in cash..................................     (9,032)      38,895
Cash and cash equivalents at beginning of period....     45,356        9,500
                                                     -----------  -----------
Cash and cash equivalents at end of period..........$    36,324  $    48,395
                                                     ===========  ===========`

**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 September 30, 2001 and for the three and
nine months ended September 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 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, now known as Interactive Data Corporation
("IDC") 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 shares 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 made
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.  SFAS No. 142 established new standards for goodwill acquired in a
business combination, 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.
Amortization of goodwill and intangibles totaled approximately $12.8 million and
$13.1 million for the three months ended September 30, 2001 and 2000,
respectively, and $38.4 million and 39.3 million for the nine months ended
September 30, 2001 and 2000, respectively.

On October 3, 2001, the FASB issued SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets".  SFAS No. 144 supercedes SFAS No.
121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of."  SFAS No. 144 applies to all long-lived assets
(including discontinued operations) and consequently amends Accounting
Principles Board Opinion No. 30 (APB 30), Reporting Results of Operations
Reporting the Effects of Disposal of a Segment of a Business.  SFAS No. 144
develops one accounting model for long-lived assets that are to be disposed of
by sale. SFAS No. 144 requires that long-lived assets that are to be disposed of
by sale be measured at the lower of book value or fair value less cost to sell.
SFAS No. 144 is effective for the Company for all financial statements issued in
2002.

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 1,696,577 and 2,417,097 shares of common
stock were outstanding at September 30, 2001 and 2000, respectively, but were
not included in the computation of diluted net loss per share because inclusion
of such options would have been anti-dilutive.

Note 4 - Related Party Transactions

Under its license agreement with CBS, the Company expensed $658,000 and
$593,000 for the three months ended September 30, 2001 and 2000, respectively,
and $2.0 million and $2.4 million for the nine months ended September 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
$1.7 million at rate card value for the three months ended September 30, 2001
and 2000, respectively, and $4.1 million and $12.1 million for the nine months
ended September 30, 2001 and 2000, respectively, for advertising and promotion
provided by CBS. Rental payments to CBS for leasing of certain facilities were
$300,000 and $176,000 for the three months ended September 30, 2001 and 2000,
respectively, and $845,000 and $482,000 for the nine months ended September 30,
2001 and 2000, respectively.

Licensing revenues from IDC were $306,000 and $491,000 for the three months
ended September 30, 2001 and 2000, respectively, and $1.1 million and $1.5
million for the nine months ended September 30, 2001 and 2000, respectively. In
addition, the Company recognized revenue of $300,000 and $515,000 for the three
months ended September 30, 2001 and 2000, respectively, and $1.0 million and
$1.5 million for the nine months ended September 30, 2001 and 2000,
respectively, from television programming on CBS stations, and costs to CBS of
$240,000 and $363,000 for the three months ended September 30, 2001 and 2000,
respectively, and $930,000 and $1.6 million for the nine months ended September
30, 2001 and 2000, respectively, for production of the television
programming.

IDC purchased $30,000 and $88,000 for the three months ended September 30,
2001 and 2000, respectively, and $93,000 and $208,000 for the nine months ended
September 30, 2001 and 2000 respectively, of advertising under an insertion
order.

At September 30, 2001, $1.1 million was included in accounts receivable for
radio and television programming revenue due from CBS.  In addition, $338,000
was included in the Company's accounts receivable related to license and
subscription revenues due from IDC.  At September 30, 2001, the Company had a
liability of $703,000 owed to CBS for royalty fees.



Direct charges for subscription revenues for certain IDC data feeds were
$29,000 and $63,000 for the three months ended September 30, 2001 and 2000,
respectively, and $122,000 and $233,000 for the nine months ended September 30,
2001 and 2000, respectively. Under the terms of the Amended and Restated
Services Agreement, IDC agreed to provide the Company with certain general
services including accounting, network operations, hosting of the Company's Web
pages and data feeds. Allocated charges for these services totaled $0 and
$175,000 for the three months ended September 30, 2001 and 2000, respectively,
and $106,000 and $560,000 for the nine months ended September 30, 2001 and 2000,
respectively.

An executive of the Company was also a member of the board of directors of a
customer. For the three and nine months ended September 30, 2001, $0 and $80,000
of advertising revenues were attributable to this customer, respectively, and
for the three and nine months ended September 30, 2000, $50,000 and $180,000,
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 September 30, 2001, the Company had
paid $300,000 related to severance and employee costs and $450,000 remains for
lease costs and other expenses.

Note 6 - Joint Venture Agreement

On October 2, 2001, the Company signed a non-binding memorandum of
understanding ("MOU") to transfer its ownership of the joint venture,
FT Marketwatch.com, to the Financial Times Group.  Prior to the signing of the
MOU, we recorded 50% of the loss incurred by FTMarketWatch.com based on our
ownership and funding commitment to the joint venture through August 31, 2001.
Our portion of the loss was $1.4 million for the three months ended September
30, 2000, and $1.5 million and $2.5 million for the nine months ended September
30, 2001 and 2000, respectively.  Since we no longer have a commitment to fund
the joint venture, we reversed previously recorded losses of $645,000 during the
three months ended September 30, 2001.

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. Most of
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 IDC
products.

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

- Upon formation of MarketWatch.com into a corporation, CBS agreed to
contribute $30.0 million in advertising valued at rate card through October
2002. The $30.0 million contribution was delivered in full by 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
IDC and certain other revenue. The license agreement expires in October 2005;
- IDC provided us with part of our Web site infrastructure and certain
operational and administrative services at IDC's cost. IDC's service obligation
expires on October 29, 2005. In addition, IDC pays us a monthly, per subscriber
fee for delivery of our news to IDC 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 $12.5 million of the additional $30.0 million in advertising
as of September 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 licensed its trademarks
for a royalty fee, will provide 15.0 million pounds sterling worth of rate card
advertising over five years and contributed 500,000 pounds sterling in cash for
a 50% interest in the joint venture.  In the nine months ended September 30,
2001, we contributed an additional $1.5 million to the joint venture to fund
operations in accordance with the agreement.  On October 2, 2001 the Company
signed a non-binding memorandum of understanding, or MOU, to transfer its
ownership of FTMarketwatch.com to the Financial Times Group, eliminating the
joint venture relationship.

In January 2001, an affiliate of Pearson, plc acquired a stake in
MarketWatch.com, Inc. and held 33.7% of our outstanding common stock as of
September 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 and the volatile advertising market, 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 established 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 derived from the licensing of our content, sale of
advertising on our Web sites, distribution of television and radio broadcasts,
subscription sales of IDC products, and the sale of news to IDC, CBS and other
customers. Net revenues decreased by 22% to $10.5 million for the three months
ended September 30, 2001 from $13.5 million for the three months ended September
30, 2000 and decreased 13% to $34.2 million for the nine months ended September
30, 2001 from $39.2 million for the nine months ended September 30, 2000.  The
decrease is a result of a reduction in advertising revenue offset by an increase
in licensing revenue.  Advertising revenue declined 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 primarily
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 and have ceased 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 significant 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 forego renewal,
or we do not 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 revenues could also be limited as there are a limited number of
brokerages and financial service companies to license our content. In addition,
certain license contracts guarantee the performance of our Web sites. If our
sites do not perform as guaranteed, license revenue would be adversely
affected.

Cost of Revenues

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

Cost of revenues decreased by 20% to $4.5 million for the three months ended
September 30, 2001 from $5.6 million for the three months ended September 30,
2000 and decreased 8% to $14.1 million for the nine months ended September 30,
2001 from $15.4 million for the nine months ended September 30, 2000.Cost of revenues decreased primarily due to the decrease in news
production personnel and CBS production costs and a decrease in the royalties
payable due to CBS resulting from decreased revenues.

As a percentage of net revenues, cost of revenues were 43% and 41% for the
three months ended September 30, 2001 and 2000, respectively, and 41% and 39%
for the nine months ended September 30, 2001 and 2000, respectively. The
increase as a percentage of net revenues for the three and nine-month periods is
due to the fixed nature of the costs and the decrease in revenues.

Product Development

Product development expenses primarily consist of data source fees,
compensation and benefits for Web site developers, designers and engineers to
maintain the sites and software engineers, and expenses for contract programmers
and developers. Product development expenses decreased by 10% to $1.9 million
for the three months ended September 30, 2001 from $2.1 million for the three
months ended September 30, 2000 and increased 2% to $6.6 million for the nine
months ended September 30, 2001 from $6.5 million for the nine months ended
September 30, 2000. Product development expenses decreased for the three-month
period due to a decrease in personnel costs and data source fees.  Product
development expenses increased for the nine-month period primarily due to an
increase in depreciation expense related to capital expenditures for technology
as we further developed our Web sites' infrastructure.

Product development expenses were 18% and 16% of net revenues for the three
months ended September 30, 2001 and 2000, respectively, and 19% and 17% for the
nine months ended September 30, 2001 and 2000, respectively. The increase as a
percentage of net revenues for the three and nine-month	 periods occurred as
net revenues declined.

General and Administrative

General and administrative expenses primarily consist of compensation and
benefits for finance, business development and administrative personnel,
allocations from IDC for administrative services, occupancy and facility costs,
professional fees, depreciation charges and charges for bad debt. General and
administrative expenses decreased by 28% to $2.8 million for the three months
ended September 30, 2001 from $3.9 million for the three months ended September
30, 2000 and decreased 4% to $10.1 million for the nine months ended September
30, 2001 from $10.5 million for the nine months ended September 30, 2000. As a
percentage of net revenues, general and administrative costs were 26% and 29%
for the three months ended September 30, 2001 and 2000, respectively, and 29%
and 27% for the nine months ended September 30, 2001 and 2000, respectively.
General and administrative expenses in absolute dollars decreased due primarily
to a decrease in headcount, legal, bad debt, travel and consulting expenses.

Sales and Marketing

Sales and marketing expenses primarily consist of non-cash promotion
and advertising provided by CBS, online and offline advertisements, promotional
materials, compensation, benefits and sales commissions to our direct sales
force. Sales and marketing expenses decreased by 38% to $5.5 million for the
three months ended September 30, 2001 from $8.8 million for the three months
ended September 30, 2000 and decreased 44% to $19.2 million for the nine months
ended September 30, 2001 from $34.0 million for the nine months ended September
30, 2000. As a percentage of net revenues, sales and marketing expenses were 52%
and 65% for the three months ended September 30, 2001 and 2000, respectively,
and 56% and 87% for the nine months ended September 30, 2001 and 2000,
respectively. Sales and marketing expenses decreased 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 expect to increase our non-cash advertising from CBS over
the next six months due to the fact that the in-kind advertising agreement
expires in May 2002.

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.   On January 1, 2002, we will adopt FAS
142 and cease amortization of our goodwill balance and instead periodically
evaluate goodwill for impairment.

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.  At September 30, 2001, we had $450,000 remaining in our
restructuring accrual.

Interest Income

Interest income of $329,000 and $883,000 for the three months ended
September 30, 2001 and 2000, respectively, and $1.3 million for the nine months
ended September 30, 2001 and 2000 resulting from interest earned on the proceeds
from additional financing from CBS and IDC received on May 5, 2000.  Interest
income for the three months ended September 30, 2001 decreased as a result of
continued depletion of proceeds.

Loss of Joint Venture

On October 2, 2001, we signed a non-binding MOU to transfer our
ownership in FTMarketwatch.com to the Financial Times Group, thereby eliminating
the joint venture relationship.  Prior to the signing of the MOU, we recorded
50% of the loss incurred by FTMarketWatch.com based on our ownership in the
joint venture through August 31, 2001.  Our portion of the loss was $1.4 million
for the three months ended September 30, 2000, and $1.5 million and $2.5 million
for the nine months ended September 30, 2001 and 2000, respectively.  Since we
no longer have a commitment to fund the joint venture, we reversed previously
recorded losses of $645,000 during the three months ended September 30,
2001.

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 $36.3
million at September 30, 2001, compared to $45.4 million at December 31,
2000.

Cash used in operating activities was $4.2 million for the nine months ended
September 30, 2001, primarily from a net loss of $55.7 million, offset by
non-cash charges of  $42.6 million in depreciation and amortization of goodwill,
intangibles and property and equipment, $4.0 million in non-cash advertising
provided by CBS, bad debt expense of $1.0 million and the loss in the joint
venture of $1.5 million.  Significant cash provided by operations for the nine
months ended September 30, 2001 include a decrease in accounts receivable and
prepaid expenses partially offset by a decrease in accounts payable and accrued
expenses.

Cash used in operating activities of $11.6 million for the nine months ended
September 30, 2000 was primarily due to a net loss of $67.0 million, offset by
$42.6 million in depreciation of property and equipment and amortization of
goodwill and intangibles and non-cash charges of $12.1 million for advertising
provided by CBS. Significant uses of cash in operations for the nine months
ended September 30, 2000 include costs associated with increased sales and
marketing activities to establish and promote our products and services,
increased headcount and related expenses, and an increase in accounts
receivable, partially offset by an increase in accounts payable and accrued
expenses.

Cash used in investing activities was $5.3 million for the nine months
ended September 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.

Cash used in investing activities was $7.1 million for the nine months ended
September 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.

Cash provided by financing activities was $482,000 for the nine months ended
September 30, 2001 and reflected primarily proceeds from the sale of common
stock through the employee stock purchase plan.

Cash provided by financing activities was $57.6 million for the nine months
ended September 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 September 30, 2001, commitments under non-cancelable operating leases
totaled $13.3 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 through fiscal 2002. In addition, we
are obligated to pay Yahoo! a fee based on the amount of traffic directed to our
Web sites each month through the expiration of the agreement in December 2001.
As of September 30, 2001, we are committed to pay $2.6 million to AOL through
fiscal 2002 and a minimum of $1.6 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.  We are unable to predict whether and when
any prospective acquisition will become available or the likelihood that any
acquisition will be completed and successfully integrated.  Further, we cannot
assure you that additional financing will be available to us in any required
time frame on commercially reasonable terms, if at all.   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
plc 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 Future Operating Results

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

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:

- Fluctuations in traffic levels on our Web sites, which can be significant as
a result of business, financial and other 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 products and services;
- 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;
- 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 declined
rather than growing as we expected during the past year 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. 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 business, financial and other 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 a significant 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 for the
foreseeable 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 especially given the
general uncertainty in the economy. Advertisers that already have invested
substantial resources in other advertising methods may be reluctant to adopt a
new advertising 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.

No Standard Has Been Widely Accepted to Measure the Effectiveness of Web
Advertisement and Changes in Current Pricing Models Could 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 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 revenues 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 revenues would decrease. The growth of our
license revenues 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 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 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 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 significantly 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 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.

We Are Involved in a Securities Class Action Litigation and Are At Risk of
Additional Similar Litigation

In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of
securities.  We are a party to the securities class action litigation described
in Part II, "Legal Proceedings" of this quarterly report.  The defense
of the litigation described in Part II may increase our expenses and divert our
management's attention and resources, and an adverse outcome in this litigation
could seriously harm our business and results of operations.  In addition, we
may in the future be the target of other securities class action or similar
litigation.

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 September 30, 2001, the
closing sale prices of our common stock on the NASDAQ National Market ranged
from $1.26 to $8.06. As of October 29, 2001, the closing sale price was $2.33.
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 short-
term investments classified as "available for sale" in accordance with the
provisions of the Statement of Financial Accounting Standards No. 115.   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 September 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, 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

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.
The complaints have been consolidated into a single action.  Because the action
against us is being coordinated with approximately one hundred and eighty other
nearly identical actions filed against other companies, it is not yet clear when
or whether a consolidated complaint will be filed against us.  We are not
required to respond before a consolidated complaint is filed.  However, due to
the inherent uncertainties of litigation, we cannot accurately predict the
ultimate outcome of the litigation.  Any unfavorable outcome of this litigation
could have an adverse impact on our business, financial condition, and results
of operations.

ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY 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 September 30,
2001.



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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)         



Dated: November 14, 2001

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

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MarketWatch.com, Inc.



INDEX TO EXHIBITS

|**Exhibit Title**           | **Exhibit Number**
|--------------------------- | ------------------
|Memorandum of Understanding | 10.25