**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, 2000**

**OR**

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

**For the transition period from ________to _________**

**Commission file number 000-25113**

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



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

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

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







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

The number of shares of the Registrants' Common Stock outstanding as of October 15,
2000 was 16,541,403.







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



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

Part I -- FINANCIAL INFORMATION

Item 1. Interim Condensed Consolidated Financial Statements

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**MARKETWATCH.COM, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                               (in thousands)**

`September 30,   December 31,
                                                           2000           1999
                                                       ------------  ------------
                                                       (unaudited)
                          Assets
Current assets:
  Cash and cash equivalents ..........................     $48,395        $9,500
  Short term investments .............................          --         4,979
  Accounts receivable, net ...........................      13,007         8,073
  Prepaid expenses ...................................       3,732         3,699
                                                       ------------  ------------
          Total current assets .......................      65,134        26,251
Property and equipment, net ..........................      10,358         5,035
Investment in subsidiary .............................       1,346            --
Intangible assets, net ...............................       1,505         2,683
Goodwill, net ........................................      84,717       122,840
Other assets .........................................         100            46
                                                       ------------  ------------
          Total assets ...............................    $163,160      $156,855
                                                       ============  ============

         Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable ...................................      $5,756        $3,948
  Accrued expenses ...................................       5,083         3,415
  Deferred revenue ...................................          58           344
                                                       ------------  ------------
          Total current liabilities ..................      10,897         7,707
                                                       ------------  ------------

Stockholders' equity:
  Common stock .......................................         166           139
  Additional paid-in capital .........................     319,357       231,746
  Deferred compensation ..............................         (42)         (413)
  Contribution receivable ............................     (26,890)       (8,952)
  Accumulated deficit ................................    (140,328)      (73,372)
                                                       ------------  ------------
          Total stockholders' equity .................     152,263       149,148
                                                       ------------  ------------
          Total liabilities and
             stockholders' equity ....................    $163,160      $156,855
                                                       ============  ============`

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

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**MARKETWATCH.COM, INC.

             UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                               (in thousands)**

`Three Months Ended     Nine Months Ended

                                           September 30,         September 30,
                                    --------------------- ---------------------
                                       2000       1999       2000       1999
                                    ---------- ---------- ---------- ----------
Net revenues:
  Advertising......................    $8,356     $5,043    $26,277    $11,151
  Licensing........................     4,226      1,767     10,602      3,310
  Other............................       935        155      2,358        470
                                    ---------- ---------- ---------- ----------
       Total net revenues..........    13,517      6,965     39,237     14,931

Cost of revenues...................     5,606      2,734     15,400      6,133
                                    ---------- ---------- ---------- ----------
       Gross profit................     7,911      4,231     23,837      8,798
                                    ---------- ---------- ---------- ----------
Operating expenses:
  Product development..............     2,144      1,645      6,514      3,115
  General and administrative.......     3,853      2,447     10,540      6,222
  Sales and marketing..............     7,137      4,796     21,939     12,384
  CBS advertising..................     1,704      2,711     12,061      9,570
  Purchased in-process
    research and development.......        --         --         --        200
  Amortization of goodwill
    and intangibles................    12,849     12,850     38,549     17,134
                                    ---------- ---------- ---------- ----------
       Total operating expenses....    27,687     24,449     89,603     48,625
                                    ---------- ---------- ---------- ----------
Loss from operations...............   (19,776)   (20,218)   (65,766)   (39,827)
Interest income, net...............       883        222      1,346        949
Equity in loss of joint venture....    (1,416)        --     (2,536)        --
                                    ---------- ---------- ---------- ----------
Net loss...........................  ($20,309)  ($19,996)  ($66,956)  ($38,878)
                                    ========== ========== ========== ==========
Basic and diluted net loss per
  share............................    ($1.23)    ($1.45)    ($4.19)    ($3.07)
                                    ========== ========== ========== ==========
Shares used in the calculation
  of basic and diluted net loss
  per share........................    16,473     13,800     15,992     12,670
                                    ========== ========== ========== ==========`

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

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**MARKETWATCH.COM, INC.

             UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

                               (in thousands)**

`Nine Months Ended
                                                             September 30,
                                                     ------------------------
                                                         2000          1999
                                                     -----------  -----------
Cash flows from operating activities:
  Net loss..........................................   ($66,956)    ($38,878)
  Adjustments to reconcile net loss to net
     cash used in operating activities:
     Equity in loss of joint venture................      2,536           --
     Provision for doubtful accounts................        450           31
     Depreciation and amortization..................     42,552       19,252
     Noncash charges from stockholders..............     12,061        9,570
     Changes in operating assets and liabilities:
       Accounts receivable..........................     (5,384)      (2,861)
       Prepaid expenses and other assets............        (87)      (4,384)
       Accounts payable and accrued expenses........      3,476        2,544
       Deferred revenue.............................       (286)         111
                                                     -----------  -----------
        Net cash used in operating activities.......    (11,638)     (14,615)
                                                     -----------  -----------
Cash flows from investing activities:
  Purchase of short term investments.................        --      (13,762)
  Sale of short term investments....................      4,979        8,500
  Acquisition of business, net of cash acquired......        --       (7,476)
  Purchase of property and equipment................     (8,202)      (2,715)
  Investment in joint venture.......................     (3,882)          --
                                                     -----------  -----------
        Net cash used in investing activities.......     (7,105)     (15,453)
                                                     -----------  -----------
Cash flows from financing activities:
  Issuance of common stock..........................      1,638       48,164
  Advances from DBC.................................         --       (3,946)
  Contributions from CBS and DBC.....................    56,000           --
                                                     -----------  -----------
        Net cash provided by financing activities...     57,638       44,218
                                                     -----------  -----------
Net change in cash..................................     38,895       14,150
Cash and cash equivalents at beginning of period....      9,500          140
                                                     -----------  -----------
Cash and cash equivalents at end of period..........    $48,395      $14,290
                                                     ===========  ===========`

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

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MARKETWATCH.COM, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(UNAUDITED)



Note 1 - Organization and Nature of Business

Basis of Presentation

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

The Company

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

BigCharts.com, Inc. Acquisition

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

Joint Venture Agreement

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



Note 2-Recent Accounting Pronouncements

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

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

Note 3 - Net Loss Per Share

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



Options to purchase 2,417,097 and 1,691,557 shares of common stock were outstanding at September 30, 2000 and
1999, respectively, but were not included in the computation of diluted net loss per share because inclusion of such options would
have been anti-dilutive.



Note 4 - Employee Stock Purchase Plan

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



Note 5 - Related Party Transactions

Under its license agreement with CBS, the Company expensed $593,000 and $418,000 for the three months ended September 30, 2000 and
1999, respectively, and $2.5 million and $798,000 for the nine months ended September 30, 2000 and 1999, respectively, related to
licensing of CBS news content and trademarks. In addition, the Company has recorded advertising expenses of $1.7 million and $2.7
million at rate card value for the three months ended September 30, 2000 and 1999, respectively, and $12.1 million and $9.6 million
for the nine months ended September 30, 2000 and 1999, respectively, for advertising and promotion provided by CBS. Rental payments
to CBS for leasing of certain facilities were $176,000 and $79,000 for the three months ended September 30, 2000 and 1999,
respectively,and $482,000 and $237,000 for the nine months ended September 30, 2000 and 1999, respectively. Included in accounts
receivable at September 30, 2000 is $1.2 million owed to the Company by CBS.

Licensing revenues from DBC were $491,000 and $413,000 for the three months ended September 30, 2000 and 1999, respectively, and
$1.5 million and $1.2 million for the nine months ended September 30, 2000 and 1999, respectively. In addition, the Company
recognized revenue of $515,000 and $1.5 million for the three and nine months ended September 30, 2000, respectively, from television
programming on CBS stations, and costs to CBS of $363,000 and $1.6 million for the three and nine months ended September 30, 2000,
respectively, for production of the television programming.

DBC purchased $88,000 and $125,000 for the three months ended September 30, 2000 and 1999, respectively, and $208,000 and $390,000
for the nine months ended September 30, 2000 and 1999 respectively, of advertising under an insertion order. Included in accounts
receivable at September 30, 2000 is $281,000 owed to the Company by DBC.

Direct charges for subscription revenues for certain DBC data feeds were $63,000 and $58,000 for the three month periods ended
September 30, 2000 and 1999, respectively, and $233,000 and $171,000 for the nine months ended September 30, 2000 and 1999,
respectively. Under the terms of the Amended and Restated Services Agreement, DBC agreed to provide the Company with certain general
services including accounting, network operations, hosting of the Company's Web pages and data feeds. Allocated charges for these
services totaled $175,000 and $455,000 for the three months ended September 30, 2000 and 1999, respectively, and $560,000 and $1.1
million for the nine months ended September 30, 2000 and 1999, respectively.

An executive of the Company is also a member of the Board of Directors of a customer. For the three and nine months ended
September 30, 2000, $50,000 and $180,000, respectively, of advertising revenues were attributable to this customer.

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

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

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

Overview

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

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

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

- Upon formation of MarketWatch.com into a corporation, CBS agreed to contribute $30.0 million in rate card advertising through
October 2002. The $30.0 million contribution was delivered in full by the end of the quarter ended June 30, 2000;
- CBS licenses its trademark and certain news content for royalties approximating 8% of all of our net revenues other than revenue
attributable to DBC and certain other revenue. The license agreement expires in October 2005;
- DBC provides us with part of our Web site infrastructure and certain operational and administrative services at DBC's cost. DBC's
service obligation expires on October 29, 2005. In addition, DBC pays us a monthly, per subscriber fee for delivery of our news to
DBC subscribers, subject to a minimum payment of $100,000 per month. This obligation will expire in October 2002; and
- In May 2000, CBS contributed an additional $30.0 million in rate card advertising and promotion to be delivered between March 1,
2000 and May 5, 2002. CBS has delivered $3.1 million of the additional $30.0 million in advertising as of September 30,
2000.

On January 6, 2000, we entered into a joint venture agreement with the Financial Times Group to establish Financial Times
Marketwatch.com (Europe) Limited, an Internet-based provider of real-time business news, financial programming and analytical tools.
Our joint venture, FT.MarketWatch.com, provides free, real-time financial and market news to Europe's rapidly growing communities of
individual investors. Under the agreement, we licensed our trademark and technology to the joint venture and contributed certain
domain names and 500,000 pounds sterling in exchange for 500,000 shares of the joint venture. The Financial Times licensed its
trademarks for a royalty fee, will provide 15.0 million pounds sterling worth of rate card advertising over five years and
contributed 500,000 pounds sterling in cash for 500,000 shares in the joint venture. In July 2000, we contributed an additional $3.1
million to the joint venture to fund operations in accordance with the agreement, and our ownership percentage was decreased from 50%
to 40%, although control over the joint venture operations remained equal between us and the Financial Times Group.  In October, 2000
we contributed an additional $1.1 million to the joint venture to fund operations in accordance with the agreement.

Our revenue has grown during the year 2000 and our ability to generate significant revenue in the future is uncertain. Further, in
view of the rapidly evolving nature of our business and our very limited operating history, we have little experience forecasting our
revenues. Therefore, we believe that period-to-period comparisons of our financial results are not necessarily meaningful and you
should not rely upon them as an indication of our future performance. To date, we have incurred substantial costs to create,
introduce and enhance our services, to develop content, to build brand awareness and to grow our business. As a result, we have
incurred operating losses in each fiscal quarter since we were formed. We expect operating losses and negative cash flows to continue
for the foreseeable future as we intend to increase our operating expenses to grow our business. Because of non-cash charges in
connection with our acquisition of BigCharts, we also expect to incur net losses. We may also incur additional costs and expenses
related to content creation, technology, marketing or acquisitions of businesses and technologies to respond to changes in our
rapidly changing industry. These costs could have an adverse effect on our future financial condition or operating results.

Results of Operations

Net Revenues

Net revenues are derived from the sale of advertising on our Web site, licensing of our content, distribution of television
and radio broadcasts, subscription sales from MarketWatch RT and MarketWatch Live, and the sale of news to DBC, CBS and other
customers. Net revenues increased by 93% to $13.5 million for the three months ended September 30, 2000 from $7.0 million for the
three months ended September 30, 1999 and 163% to $39.2 million for the nine months ended September 30, 2000 from $14.9 million for
the nine months ended September 30, 1999. The increases are due primarily to the increase in the number of ads placed on our Web
sites, growth of our license revenue related to the acquisition of BigCharts, an increase in new customers, expansion of services to
current customers, the launch of television broadcasts, and increased distribution of our radio broadcasts.

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

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

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

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

- Increase in the number of licensees;
- Increase in license products available due in part to the BigCharts acquisition 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 depend on the number of users these customers
have each month. If the number of users were to decrease, our license revenue would decrease. The growth of our license revenue could
also be limited as there are a limited number of brokerages and financial service companies. In addition, certain license contracts
guarantee the performance of our web sites. If our sites do not perform as guaranteed, license revenue would be adversely
affected.

Cost of Revenues

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

Cost of revenues increased by 107% to $5.6 million for the three months ended September 30, 2000 from $2.7 million for the three
months ended September 30, 1999 and increased 152% to $15.4 million for the nine months ended September 30, 2000 from $6.1 million
for the nine months ended September 30, 1999. Cost of revenues increased due to the addition of news reporters and editors, costs
associated with the production of our television and radio programs, additional equipment and bandwidth costs to accommodate
increased traffic on our Web sites and license services, costs to serve advertisements on the site, amortization of intangibles, and
royalties paid to CBS.

As a percentage of net revenues, cost of revenues were 41% and 39% for the three months ended September 30, 2000 and 1999,
respectively, and 39% and 41% for the nine months ended September 30, 2000 and 1999, respectively. The decrease for the nine months
as a percentage of net revenues is due to economies of scale for costs of news and network expenses. We expect cost of revenues in
absolute dollars to increase in the future as a result of our intention to increase the number of our news and editorial staff,
initial costs in excess of revenues related to broadcast and broadband products and the addition of equipment and bandwidth costs to
support our Web sites' traffic in the future.

Product Development

Product development expenses primarily consist of data source fees, compensation and benefits for Web site developers,
designers and engineers to maintain the site and software engineers, and expenses for contract programmers and developers. Product
development expenses increased by 31% to $2.1 million for the three months ended September 30, 2000 from $1.6 million for the three
months ended September 30, 1999 and increased 110% to $6.5 million for the nine months ended September 30, 2000 from $3.1 million for
the nine months ended September 30, 1999. Product development expenses increased due to the hiring of additional employees, the
purchase of BigCharts and associated expenses and an increase in depreciation expense related to capital expenditures for technology
as we develop our Web sites' infrastructure with the intention of discontinuing DBC services.

Product development expenses were 16% and 24% of net revenues for the three months ended September 30, 2000 and 1999,
respectively, and 17% and 21% for the nine months ended September 30, 2000 and 1999, respectively. The decrease as a percentage of
net revenues occurred because net revenues grew more quickly than personnel and infrastructure costs. In absolute dollars, we expect
to continue to increase product development expenditures to maintain and enhance our Web sites and product offerings.

General and Administrative

General and administrative expenses primarily consist of compensation and benefits for finance, business development and
administrative personnel, allocations from DBC for administrative services, occupancy and facility costs, professional fees,
depreciation charges and charges for bad debt. General and administrative expenses increased by 63% to $3.9 million for the three
months ended September 30, 2000 from $2.4 million for the three months ended September 30, 1999 and increased 69% to $10.5 million
for the nine months ended September 30, 2000 from $6.2 million for the nine months ended September 30, 1999. As a percentage of net
revenues, general and administrative costs were 29% and 35% for the three months ended September 30, 2000 and 1999, respectively, and
27% and 42% for the nine months ended September 30, 2000 and 1999, respectively.

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

Sales and Marketing

Sales and marketing expenses primarily consist of non-cash promotion and advertising provided by CBS, online and offline
advertisements, promotional materials, compensation, benefits and sales commissions to our direct sales force. Sales and marketing
expenses increased by 17% to $8.8 million for the three months ended September 30, 2000 from $7.5 million for the three months ended
September 30, 1999 and increased 55% to $34.0 million for the nine months ended September 30, 2000 from $22.0 million for the nine
months ended September 30, 1999. As a percentage of net revenues, sales and marketing expenses were 65% and 108% for the three months
ended September 30, 2000 and 1999, respectively, and 87% and 147% for the nine months ended September 30, 2000 and 1999,
respectively. Sales and marketing expenses increased in absolute dollars due to a number of factors, including:

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

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

Amortization of Intangibles

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

Purchased In-Process Research and Development

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

Interest Income

Interest income of $883,000 and $222,000 for the three months ended September 30, 2000 and 1999, respectively, and $1.3
million and $949,000 for the nine months ended September 30, 2000 and 1999, respectively, resulted from interest earned on the
proceeds from our initial public offering and subsequent additional funding from CBS and DBC in May 2000.

Equity in Loss of Joint Venture

We recorded 40% of the loss incurred by FT MarketWatch.com for the three months ended September 30, 2000 and 50% of the
loss for the six months ended June 30, 2000 based on our ownership in the joint venture. Our portion of the loss was $1.4 million
for the three months ended September 30, 2000 and $2.5 million for the nine months ended September 30, 2000.

Liquidity and Capital Resources

Since inception, we have funded our operations primarily from cash contributed and advanced by DBC and CBS, revenues from
advertising and licensing sales and the proceeds from our initial public offering. Our cash, cash equivalents and short term
investments totaled $48.4 million at September 30, 2000, compared to $14.5 million at December 31, 1999.

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 non-cash charges of $12.1 million for advertising provided by CBS and $42.6 million in depreciation of
property and equipment and amortization of goodwill and intangibles. 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 operating activities of $14.6 million for the nine months ended September 30, 1999 was primarily due to a net loss of
$38.9 million, offset by non- cash charges of $9.6 million for advertising provided by CBS, $19.3 million in depreciation of property
and equipment and amortization of goodwill and intangibles, and a write-off of in-process research and development related to the
acquisition of BigCharts of $200,000. Significant uses of cash in operations for the nine months ended September 30, 1999 include
costs associated with increased sales and marketing activities to establish and promote our products and services and costs of
directors and officers' insurance premiums incurred as a result of becoming a public company and an increase in accounts receivable
with a decrease in accounts payable and accrued expenses.



Cash used in investing activities was $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. Capital expenditures have generally consisted of purchases of computer hardware and software and leasehold
improvements related to leased facilities and are expected to increase in future periods. We have experienced a substantial increase
in capital expenditures and operating lease arrangements since inception, which is consistent with increased staffing and increased
infrastructure to run the web site and internal systems. We also anticipate additional cash contributions to support the growth of
our joint venture with the Financial Times Group.



Cash used in investing activities of $15.5 million for the nine months ended September 30, 1999 consisted
primarily of the purchase of short-term investments, the purchase of BigCharts, and capital expenditures. The BigCharts purchase
included a cash payment of $6.0 million to stockholders and financial advisors of BigCharts, and $1.5 million in acquisition costs.



Cash provided by financing activities was $57.6 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.

Cash provided by financing activities was $44.2 million for the nine months ended September 30, 1999 resulting from the initial
public offering completed in January 1999 of 3,162,500 shares of common stock at $17 per share with proceeds of $43.9 million, net of
underwriting and offering expenses, and the repayment of amounts owed to DBC.

As of September 30, 2000, commitments under noncancellable operating leases totaled $15.7 million through December
31, 2010. We have entered into certain agreements with Yahoo!, Inc., or Yahoo!, and America Online, Inc., or AOL, to make payments
for advertising and slotting over the next three years. In addition, we are obligated to pay Yahoo! a fee based on the amount of
traffic directed to our Web site each month through the expiration of the agreement in December 2000. As of September 30, 2000, we
are committed to pay $5.1 million to AOL over the next three years and a minimum of $1.6 million to Yahoo! in 2000.

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

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

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

Factors That May Affect Future Operating Results

We Rely on Our Relationships with CBS and DBC

CBS:

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

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

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

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

CBS agreed, subject to certain limitations, to provide us an aggregate rate card amount of $30.0 million of advertising and on-air
promotions during the period from October 29, 1997 through October 29, 2002 per the Amended Service Agreement, and has agreed to
provide an additional $30.0 million in advertising during the period from March 1, 2000 through May 5, 2002 per the Stock Purchase
Agreement dated March 28, 2000. We have recognized $33.1 million of this rate card amount through September 30, 2000. However, the
timing and placement of certain of these advertisements and promotions are subject to CBS's discretion. CBS could discontinue
promoting us in the manner that it currently does. CBS also makes no guarantees to us as to the demographic composition or size of
the audience that views certain promotions. This advertising and on-air promotion, as well as our association with the CBS brand, are
important elements of our strategy to increase our brand awareness.

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

DBC:

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

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

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

CONTROL BY CBS AND DBC:

As of September 30, 2000, CBS and DBC each owned approximately 34.1% of our outstanding common stock. CBS and DBC have certain
rights to have representatives on our board of directors generally based upon the percentage of our voting securities that they hold.
Currently, CBS has four representatives and DBC has three. As a result of their share ownership and other rights, CBS and DBC
collectively are able to control our management and affairs, elect a majority of our board of directors and approve significant
corporate transactions. This concentration of ownership and other rights could also delay or prevent a change in control.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We depend on establishing and maintaining distribution relationships with high-traffic Web sites for a significant portion
of our traffic. For example, for the month of September 2000, over 6% of our traffic came from Yahoo! and AOL. There is intense
competition for placements on these sites, and we may not be able to enter into such relationships on commercially reasonable terms
or at all. Even if we enter into distribution relationships with these Web sites, they themselves may not attract significant numbers
of users. Therefore, our sites may not receive additional users from these relationships. Moreover, we may have to pay significant
fees to establish these relationships and renewal of significant distribution agreements is not certain.

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

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

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

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

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

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

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

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

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

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

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

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

We Face Risks Associated with Bandwidth Constraints

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

Unauthorized Break-Ins to Our Site Could Harm Our Business

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

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

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

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

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

For the three months ended September 30, 2000 we derived 31% of our total revenues from licensing of our content. We
expect to derive a significant amount of our revenues from these licenses for the foreseeable future. License revenues depend on
customer contract renewals and could decrease if customers choose to renew for lesser amounts, terminate early or forgo renewal as
well as our ability to obtain new customers. A significant amount of our license revenue is earned from brokerages and financial
service companies. The amount of license revenues depend on the number of users these customers have each month. If the number of
users were to decrease, our license revenue would decrease. The growth of our license revenue could also be limited as there are a
limited number of brokerages and financial service companies. In addition, certain license contracts guarantee the performance of our
web sites. If our sites do not perform as guaranteed, license revenue would be adversely affected.

Web Security Concerns Could Hinder Internet Commerce

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

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

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

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

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

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

Our Common Stock Price is Volatile and Could Fluctuate Significantly

The trading price of our stock has been and may continue to be subject to wide fluctuations. From January 1, 2000 through
September 30, 2000, the closing sale price of our common stock on the Nasdaq National Market ranged from $8.00 to $45.00. As of
September 29, 2000, the closing sale price was $8.00. Our stock price may fluctuate in response to a number of events and factors,
such as quarterly variations in operating results, announcements of technological innovations or new products and media properties by
us or our competitors, changes in financial estimates and recommendations by securities analysts, the operating and stock price
performance of other companies that investors may deem comparable, and news reports relating to trends in our markets. In addition,
the stock market in general, and the market prices for Internet-related companies in particular, have experienced extreme volatility
that often has been unrelated to the operating performance of such companies. These broad market and industry fluctuations may
adversely affect the price of our common stock, regardless of our operating performance.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGE IN SECURITIES AND USED PROCEEDS

On May 5, 2000, we issued 1,136,814 to each of DBC for $43.0 million in cash and CBS for $13.0 million in cash and an additional
$30.0 million in rate card advertising to be delivered between March 1, 2000 and May 5, 2002. The issuance of shares of our common
stock was made in reliance on Section 4(2) and/or Regulation D promulgated under the Securities Act. As of September 30, 2000 $9.6
million of the proceeds to the company have been used for working capital and $3.1 million have been used to fund our joint
venture.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

`None.`

ITEM 5. OTHER INFORMATION

Effective October, 2000 Carl Spielvogel resigned from our board of directors.

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

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

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

No reports on the Form 8-K were filed in the quarter ended September 30, 2000.



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**MarketWatch.com, Inc.**

**SIGNATURES**

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



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

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



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

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

---

**MarketWatch.com, Inc.**

**INDEX TO EXHIBITS**





|**Exhibit Title**                         | **Exhibit Number**
|----------------------------------------- | ------------------
|Financial Data Schedule*                  | 27.1              
|FTMarketWatch.com Joint Venture Agreement | 10.2              
|William Bishop Employment Agreement       | 10.21             
|Employee Stock Purchase Plan              | 10.22             

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

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