##### 



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K/A
  (Amendment
    No. 1)
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2006
  Commission File Number
    000-51644
      VOCUS, INC.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware

58-1806705(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)   4296 Forbes Boulevard
 Lanham, Maryland 20706
 (301) 459-2590
 (Address including zip code, and
    telephone number, including area code, of principal executive
    offices)
  Securities registered pursuant to Section 12(g) of the
    Act:
 None
  Securities registered pursuant to Section 12(b) of the
    Act:
  Common Stock, par value $.01 per share
 (Title of Class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      Documents
    Incorporated by Reference




---



##### 



TABLE OF
    CONTENTS
  PagePART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


3Item 11.


Executive
    Compensation


6Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


19Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


21Item 14.


Principal
    Accountant Fees and Services


22   1




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##### 



EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K Form 10-K). Rule 12b-15 Form 10-K/A
  Form 10-K/A, Rule 12b-15 Form 10-K Form 10-K/A Form 10-K.
 2




---



##### 



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Executive
    Officers, Key Employees and Directors
    Name

Age

PositionRichard Rudman*


46


Chief Executive Officer, President
    and ChairmanStephen Vintz*


38


Chief Financial Officer, Treasurer
    and SecretaryRobert Lentz*


46


Chief Technology Officer and
    DirectorWilliam Wagner*


40


Chief Marketing OfficerNorman Weissberg*


45


Vice President, North American
    SalesWilliam Donnelly


51


Senior Vice President, Corporate
    DevelopmentAndrew Muir


51


Managing Director, Vocus
    InternationalMatthew Siegal


43


Vice President, Business
    DevelopmentDarren Stewart


38


Vice President, Client ServicesMichael Bronfein


51


DirectorKevin Burns


57


DirectorGary Golding


50


DirectorRonald Kaiser


53


DirectorRichard Moore


58


Director     *
    
    Denotes an executive officer  Richard Rudman
  Stephen Vintz
  Robert Lentz
  William Wagner
 3




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##### 



not-for-profit
  Norman Weissberg
  William Donnelly
  Andrew Muir
  Matthew Siegal
  Darren Stewart
  Michael Bronfein
  Kevin Burns
  Gary Golding
  Ronald Kaiser
 4




---



##### 



Richard Moore
  Section 16(a)
    Beneficial Ownership Reporting Compliance
      Code of
    Conduct
    Audit
    Committee
   5




---



##### 



Item 11.
    Executive
    Compensation  COMPENSATION
    DISCUSSION AND ANALYSIS
  Compensation
    Philosophy
      
    Attract, retain, motivate and reward highly qualified executive
    officers who create value for our stockholders;
    Reinforce our performance oriented, results-based culture that
    rewards individual, team and corporate success; and
    Reflect the financial resources available to us based on our
    board approved annual business plan and our strategic objective
    to increase stockholder value.      
    Annual base salaries that are competitive relative to other
    public technology companies in our peer group;
    Quarterly variable incentive bonuses that are based on financial
    performance; and
    Long-term incentive compensation that is delivered principally
    through stock option awards.    Governance
    of Executive Compensation
        
    Establish and review the overall compensation philosophy of the
    company;
    Review and approve the companys corporate goals and
    objectives that are relevant to the compensation for the CEO and
    other executive officers;
    Evaluate the performance of the CEO and other executive officers; 6




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##### 




    Recommend to the Board for approval the compensation of the CEO
    and any other executive officer who reports directly to the
    Board;
    Approve or recommend to the Board for approval the compensation
    of the other executive officers; and
    Review executive compensation programs, policies and procedures
    concerning executive perquisites and expense accounts, employee
    benefits plans, equity-based plans and approve (or recommend for
    Board approval) new plans in these areas.    and/or
      
    Approved grants of stock options to employees and executive
    officers;
    Approved the Compensation Committee Report for inclusion in the
    2006 Proxy Statement;
    Approved the engagement of PwC as compensation consultant to the
    Committee;
    Approved 2007 base salaries, quarterly incentive targets and
    performance objectives for 2007 and annual incentive payments
    for 2006 performance for the CEO and other executive officers;
    Approved new
    change-in-control
    provisions for future option awards; and
    Revised the compensation program for outside directors.    Objectives
    of the Vocus Executive Compensation Programs
  pay-for-performance
 7




---



##### 




    Base salaries were generally consistent with the competitive
    50th percentile and none were above the competitive
    75th percentile.
    Annual incentive awards for most executive positions were higher
    than the group averages of the comparable companies, resulting
    in total cash compensation targets (annual base salary plus
    quarterly variable incentive bonuses) that were in the
    competitive 75th percentile. The Committee considered total
    cash targets in the 75th percentile to be appropriate.
    Total cash compensation targets for the CEO and CFO were within
    the competitive 50th percentile, due to the
    Committees belief that CEO and CFO compensation levels
    should be tempered in 2006 since it was Vocus first full
    year as a public company. In January 2007, the Committee
    obtained an updated benchmarking study from PwC and increased
    the total cash compensation targets for the CEO and CFO to the
    75th percentile as a result of the added maturity of the
    company and its performance.
    Equity award levels were consistent with competitive ranges.
    Employment agreements and
    change-in-control
    provisions were consistent with the typical practice among the
    market comparables.  Elements
    of Vocus Executive Compensation Program
  change-in-control
  Base
    Salary
     8




---



##### 



Quarterly
    Variable Incentive Bonuses
    
    Topline, which consists of total company sales plus revenue.
    Total company sales include amounts invoiced to customers under
    our subscription and related agreements;
    Pro Forma Operating Income, which consists of income from
    operations less stock-based compensation under
    SFAS No. 123R and amortization of acquired intangible
    assets; and
    Free Cash Flow, which consists of cash provided by operating
    activities less cash paid for purchases of property and
    equipment and capitalized software development costs.        Salary as %


Incentive asof Cash


% of Cash


Total Cash


2006 Incentive as


2006 TotalName

Position

Comp Target


Comp Target


Target


% of Target


CashRichard Rudman

CEO, President and Chairman


60
%


40
%

$
500,000



110
%

$
520,250Stephen Vintz

CFO, Treasurer and Secretary


67
%


33
%

$
350,000



110
%

$
361,644Robert Lentz

Chief Technology Officer


67
%


33
%

$
300,000



110
%

$
310,125William Wagner(1)

Chief Marketing Officer


61
%


39
%

$
162,019



97
%

$
160,065Norman Weissberg(2)

Vice President, North American Sales


49
%


51
%

$
340,000



101
%

$
361,148William Donnelly(3)

Senior Vice President, Corporate
    
    Development


54
%


46
%

$
325,000



94
%

$
316,078     (1)
    
    Mr. Wagner joined Vocus in July 2006; accordingly, his
    total cash target and 2006 total cash amounts are prorated.(2)
    
    As disclosed in the Bonus column of the Summary
    Compensation Table, Mr. Weissberg also received a $20,000
    discretionary bonus for his contributions during 2006. This
    amount equals the additional quarterly variable incentive bonus
    that Mr. Weissberg would have earned if his approved 2007
    annual salary of $200,000 had been effective on June 1,
    2006, which is the date he assumed the responsibilities of Vice
    President of North American Sales. 9




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##### 



(3)
    
    Mr. Donnelly ceased being an executive officer of Vocus in
    July 2006, but continues to serve as an employee of Vocus. Prior
    to July 2006, Mr. Donnellys position was Vice
    President of Sales.    Long-Term
    Incentive Compensation
            Employee
    Benefits and Executive Perquisites
   10




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##### 



Income
    Protection Programs
    change-in-control change-in-control change-in-control
  12-month change-in-control, gross-up change-in-control. gross-up
  Stock
    Ownership Guidelines
  and/or
  Impact of
    Regulatory Requirements
    
    Internal Revenue Code Section 162(m): Section 162(m)
    of the Internal Revenue Code disallows a tax deduction to public
    companies for compensation not deemed to be performance-based
    over $1,000,000 paid for any fiscal year to the CEO and other
    executive officers. We intend to attempt to qualify executive
    compensation for deductibility under applicable tax laws to the
    fullest extent practicable. We believe that both our quarterly
    variable incentive bonuses and our equity awards qualify for the
    performance-based exception. We also believe that we will not
    lose any compensation-related tax deductions for compensation 11




---



##### 



decisions made in 2006. The Compensation Committee will not,
    however, necessarily seek to limit executive compensation to the
    amount deductible under Section 162(m).  
    Internal Revenue Code Section 409A: We believe that
    employees will not be subject to any tax penalties under 409A as
    a result of participating in any of our compensation programs or
    agreements.
    SFAS No. 123R: We adopted SFAS No. 123R
    effective for the 2006 fiscal year. In determining option awards
    for 2006, the Committee generally considered the potential
    expense of those programs under SFAS No. 123R and the
    impact on Earnings per share. The Committee concluded that the
    award levels were in the best interests of stockholders given
    competitive compensation practices in the technology industry
    and among our peer companies, the awards potential
    expense, the companys performance, and the impact of the
    awards on employee motivation and retention.  Conclusions
  pay-for-performance.
  COMPENSATION
    COMMITTEE REPORT
  Regulation S-K Form 10-K.
        12




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##### 



SUMMARY
    COMPENSATION TABLE
    Non-equityOption

Incentive Plan

All OtherName and Position

Year

Salary

Bonus

Awards(1)

Compensation

Compensation

TotalRichard Rudman,


2006


$
300,000


$



$
799,734


$
220,250


$
22,264
(2)

$
1,342,248Chief Executive Officer, President
    and ChairmanStephen Vintz,


2006


$
235,000


$



$
75,565


$
126,644


$
15,019
(3)

$
452,228Chief Financial Officer, Treasurer
    and SecretaryRobert Lentz,


2006


$
200,000


$



$
201,508


$
110,125


$
17,291
(4)

$
528,924Chief Technology Officer and
    DirectorWilliam Wagner,


2006


$
99,519


$



$
168,863


$
60,546


$
26,000
(5)

$
354,928Chief Marketing Officer(8)Norman Weissberg,


2006


$
165,000


$
20,000


$
106,382


$
176,148


$
15,032
(6)

$
482,562Vice President, North American SalesWilliam Donnelly,


2006


$
175,000


$



$
62,971


$
141,078


$
14,552
(7)

$
393,601Senior Vice President, Corporate
    Development(9)     (1)
    
    Amounts reported represent the compensation cost recognized by
    Vocus for financial statement reporting purposes in accordance
    with SFAS No. 123R utilizing the assumptions discussed
    in Note 11 to our consolidated financial statements in our
    the Annual Report on
    Form 10-K
    for the year ended December 31, 2006, without giving effect
    to estimated forfeitures.(2)
    
    Amount reported includes $5,636 for the employee portion of
    health insurance premiums paid by Vocus on the individuals
    behalf, $350 for life insurance premiums paid by Vocus on the
    individuals behalf, $9,219 for legal fees paid by Vocus
    related to the individuals estate planning, $229 for
    Vocus contributions to the individuals accounts in
    Vocus 401(k) plan, $990 for personal travel paid for by
    Vocus and $5,840 for spousal attendance and other personal
    expenses paid by Vocus at company-related events.(3)
    
    Amount reported includes $5,738 for the employee portion of
    health insurance premiums paid by Vocus on the individuals
    behalf, $3,631 for Vocus contributions to the
    individuals accounts in Vocus 401k (k) plan and
    $5,650 for spousal attendance and other personal expenses paid
    by Vocus at company-related events.(4)
    
    Amount reported includes $5,636 for the employee portion of
    health insurance premiums paid by Vocus on the individuals
    behalf, $350 for life insurance premiums paid by Vocus on the
    individuals behalf, $3,226 for Vocus contributions
    to the individuals accounts in Vocus 401k
    (k) plan, $2,429 for personal travel paid by Vocus and
    $5,650 for spousal attendance and other personal expenses paid
    by Vocus at company-related events.(5)
    
    Amount represents $25,000 for a relocation allowance paid by
    Vocus and $1,000 for personal expenses paid by Vocus at
    company-related events.(6)
    
    Amount reported includes $5,738 for the employee portion of
    health insurance premiums paid by Vocus on the individuals
    behalf, $3,644 for Vocus contributions to the
    individuals accounts in Vocus 401k (k) plan and
    $5,650 for spousal attendance and other personal expenses paid
    by Vocus at company-related events.(7)
    
    Amount reported includes $5,636 for the employee portion of
    health insurance premiums paid by Vocus on the individuals
    behalf, $3,266 for Vocus contributions to the
    individuals accounts in Vocus 401k (k) plan and
    $5,650 for spousal attendance and other personal expenses paid
    by Vocus at company-related events. 13




---



##### 



(8)
    
    Mr. Wagner became an executive officer in July 2006 upon
    joining Vocus.(9)
    
    Mr. Donnelly ceased being an executive officer of Vocus in
    July 2006, but remained an employee of Vocus through
    December 31, 2006.  GRANTS OF
    PLAN-BASED AWARDS
    All OtherOptionAwards:


ExerciseNumber of


or BaseEstimated Future Payouts Under


Securities


Price of


Grant Date FairNon-Equity Incentive Plan Awards(3)


Underlying


Option


Value of Stock andName

Grant Date

Threshold


Target


Maximum


Options


Awards(4)


Option Awards(5)Richard Rudman

N/A

$



$
200,000


$
380,000






$



$
Stephen Vintz

N/A

$



$
115,000


$
218,500






$



$
Robert Lentz

N/A

$



$
100,000


$
190,000






$



$
William Wagner

N/A

$



$
62,500


$
118,750






$



$
7/20/2006

$



$



$




200,000
(1)

$
13.10


$
1,494,182Norman Weissberg

N/A

$



$
175,000


$
332,500






$



$
7/12/2006





$



$




50,000
(2)

$
12.91


$
368,485William Donnelly

N/A

$



$
150,000


$
285,000






$



$
     (1)
    
    The option award was granted under Vocus 2005 Stock Award
    Plan and was issued in connection with Mr. Wagners
    employment at Vocus. The option vests in four equal annual
    installments beginning on July 20, 2007.(2)
    
    The option award was granted under Vocus 2005 Stock Award
    Plan and was issued in connection with Mr. Weissbergs
    promotion to Vice President of North American Sales. The option
    vests in four equal annual installments beginning on
    July 12, 2007.(3)
    
    Represents potential amounts payable under Vocus quarterly
    variable bonus program for 2006. Actual amounts paid based on
    2006 performance are as set forth in the column titled
    Non-equity Incentive Plan Compensation in the
    Summary Compensation Table.(4)
    
    The exercise price of options granted in 2006 is equal to the
    closing price of Vocus stock on the applicable grant date,
    as reported on the NASDAQ Global Market.(5)
    
    The grant date fair value is computed in accordance with
    SFAS No. 123R utilizing the assumptions discussed in
    Note 11 to our consolidated financial statements in our
    Annual Report on
    Form 10-K
    for the year ended December 31, 2006, without giving effect
    to estimated forfeitures. 14




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##### 



OUTSTANDING
    EQUITY AWARDS AT FISCAL YEAR END 2006
    Option AwardsNumber of Securities


Number of SecuritiesUnderlying Unexercised


Underlying Unexercised


Option


OptionOptions


Options


Exercise


ExpirationName

Exercisable


Unexercisable


Price


DateRichard Rudman


158,750



476,250
(1)

$
9.00



12/6/2015Stephen Vintz


76,504






$
2.46



1/8/20115,000



15,000
(2)

$
4.77



1/18/201515,000



45,000
(1)

$
9.00



12/6/2015Robert Lentz


40,000



120,000
(1)

$
9.00



12/6/2015William Wagner






200,000
(3)

$
13.10



7/20/2016Norman Weissberg


1,063






$
0.30



11/15/20095,000



15,000
(2)

$
4.77



1/18/201512,500



37,500
(1)

$
9.00



12/6/2015



50,000
(4)

$
12.91



7/12/2016William Donnelly






43,750
(2)

$
4.77



1/18/201512,500



37,500
(1)

$
9.00



12/6/2015     (1)
    
    The option awards vest in four equal installments on
    December 6, 2006, 2007, 2008 and 2009.(2)
    
    The option awards vest in four equal installments on
    January 18, 2006, 2007, 2008 and 2009.(3)
    
    The option awards vest in four equal installments on
    July 20, 2007, 2008, 2009 and 2010.(4)
    
    The option awards vest in four equal installments on
    July 12, 2007, 2008, 2009 and 2010.  OPTION
    EXERCISES AND STOCK VESTED
    Option AwardsNumber of Shares


Value Realized onName

acquired on Exercise


Exercise(1)Richard Rudman






Stephen Vintz


48,067


$
600,811Robert Lentz






William Wagner






Norman Weissberg


108,937


$
1,556,077William Donnelly


47,917


$
517,878     (1)
    
    The value realized is calculated by subtracting the exercise
    price from the market value of a share of common stock on the
    NASDAQ Global Market on the date of exercise.  EMPLOYMENT
    ARRANGEMENTS WITH EXECUTIVE OFFICERS
   15




---



##### 



and/or
  POTENTIAL
    PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
    12-month
 16




---



##### 



Termination
    of Employment Effective December 31, 2006 with No Change of
    Control
  StockSeverance


Benefits


Option


Gross Up


TotalCash


Cash


Cash


Payment


CashName

Amount


Value


Amount


Amount


PaymentsRichard Rudman

$
300,000


$
15,244


$
1,238,250


$



$
1,553,494Stephen Vintz


235,000



15,448



177,150







427,598Robert Lentz


200,000



15,244



312,000







527,244William Wagner


225,000



15,244



185,000







425,244Norman Weissberg


82,500



7,607



60,150







150,257William Donnelly


87,500



7,512



175,433







270,445Total

$
1,130,000


$
76,299


$
2,147,983


$



$
3,354,282   Change in
    Control with No Termination of Employment
  StockSeverance


Benefits


Option


Gross Up


TotalCash


Cash


Cash


Payment


CashName

Amount


Value


Amount


Amount


PaymentsRichard Rudman

$



$



$
3,714,750


$
476,732


$
4,191,482Stephen Vintz










531,450







531,450Robert Lentz










936,000







936,000William Wagner










740,000







740,000Norman Weissberg










194,500







194,500William Donnelly


















Total

$



$



$
6,116,700


$
476,732


$
6,593,432   Termination
    of Employment Following a Change of Control Effective
    December 31, 2006
  StockSeverance


Benefits


Option


Gross Up


TotalCash


Cash


Cash


Payment


CashName

Amount


Value


Amount


Amount


PaymentsRichard Rudman

$
300,000


$
15,244


$
3,714,750


$
644,048


$
4,674,042Stephen Vintz


235,000



15,448



531,450







781,898Robert Lentz


200,000



15,244



936,000







1,151,244William Wagner


225,000



15,244



740,000







980,244Norman Weissberg


82,500



7,607



352,150







442,257William Donnelly


87,500



7,512



272,933







367,945Total

$
1,130,000


$
76,299


$
6,547,283


$
644,048


$
8,397,630  17




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##### 



Change in
    Control with a Termination of Employment Effective July 1,
    2007
  StockSeverance


Benefits


Option


Gross Up


TotalCash


Cash


Cash


Payment


CashName

Amount


Value


Amount


Amount


PaymentsRichard Rudman

$
350,000


$
15,621


$
3,714,750


$
670,786


$
4,751,157Stephen Vintz


250,000



15,827



531,450







797,277Robert Lentz


200,000



15,621



936,000







1,151,621William Wagner


225,000



15,621



740,000







980,621Norman Weissberg


100,000



7,799



352,150







459,949William Donnelly


87,500



7,703



272,933







368,136Total

$
1,212,500


$
78,192


$
6,547,283


$
670,786


$
8,508,761   DIRECTOR
    COMPENSATION
    1 3
      Fees Earnedor Paid


Stock


OptionName

in Cash


Awards(1)


Awards(2)


TotalMichael Bronfein

$
11,000


$
12,000


$
32,981


$
55,981Kevin Burns

$
5,500


$
15,003


$
32,979


$
53,482Gary Golding

$
12,000


$
12,000


$
32,979


$
56,979Ronald Kaiser

$
17,500


$
16,510






$
34,010Richard Moore

$
18,000






$
16,489


$
34,489     (1)
    
    On April 5, 2006, each of Messrs. Bronfein, Burns,
    Golding and Kaiser was granted shares of our common stock.(2)
    
    Amounts reported represent the compensation cost recognized by
    Vocus for financial statement reporting purposes in accordance
    with SFAS No. 123R utilizing the assumptions discussed
    in Note 11 to our consolidated financial statements in our
    the Annual Report on
    Form 10-K
    for the year ended December 31, 2006, without giving effect
    to estimated forfeitures. 18




---



##### 



COMPENSATION
    COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
      Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  EQUITY
    COMPENSATION PLAN INFORMATION
    Number of Securities


Weighted Averageto be Issued Upon


Exercise Price of


Number ofExercise of Outstanding


Outstanding


SecuritiesOptions, Warrants


Options, Warrants


Remaining AvailablePlan Category

and Rights


and Rights


for Future IssuanceEquity compensation plans approved
    by security holders


2,205,351
(1)

$
8.26



983,012
(2)Equity compensation plans not
    approved by security holders










     (1)
    
    Amount includes 603,560 shares issuable upon the exercise
    of the outstanding stock options granted under the 1999 Stock
    Option Plan and 1,601,791 shares issuable upon the exercise
    of the outstanding stock options granted under the 2005 Stock
    Award Plan.(2)
    
    All shares available for future issuance are restricted to the
    2005 Stock Award Plan. In January 2007, we increased the shares
    reserved for future issuance under the 2005 Stock Award Plan by
    799,387. 19




---



##### 



SECURITIES
    OWNERSHIP
      Shares Beneficially


Percent of CommonName of Beneficial Owner

Owned


Stock OutstandingExecutive Officers and
    DirectorsRichard Rudman(1)


1,560,393



9.6
%Stephen Vintz(2)


122,504



*Robert Lentz(3)


1,223,243



7.6
%William Wagner






*Norman Weissberg(4)


73,563



*William Donnelly(5)


27,083



*Michael Bronfein(6)(14)


714,417



4.5
%Kevin Burns(7)(13)


1,641,958



10.1
%Gary Golding(8)(12)


864,124



5.4
%Ronald Kaiser(9)


32,530



*Richard Moore(10)


47,867



*All directors and officers as a
    group (11 persons)


6,307,682



37.9
%5% StockholdersArbor Capital Management, LLC(11)


1,419,200



8.9
%Edison Venture Fund IV,
    L.P.(12)


853,636



5.3
%Lazard Alternative Investments
    LLC, as nominee for Lazard Technology Partners II LP(13)


1,630,050



10.0
%     *
    
    Less than 1% of the outstanding shares of common stock(1)
    
    Includes 158,750 shares issuable upon the exercise of
    options that are exercisable within 60 days of
    March 15, 2007.(2)
    
    Includes 101,504 shares issuable upon the exercise of
    options that are exercisable within 60 days of
    March 15, 2007.(3)
    
    Includes 40,000 shares issuable upon the exercise of
    options that are exercisable within 60 days of
    March 15, 2007.(4)
    
    Includes 23,563 shares issuable upon the exercise of
    options that are exercisable within 60 days of
    March 15, 2007.(5)
    
    Includes 27,083 shares issuable upon the exercise of
    options that are exercisable within 60 days of
    March 15, 2007.(6)
    
    Includes 9,333 shares issuable upon the exercise of options
    that are exercisable within 60 days of March 15, 2007.(7)
    
    Includes 2,666 shares issuable upon the exercise of options
    that are exercisable within 60 days of March 15, 2007. 20




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##### 



(8)
    
    Includes 9,333 shares issuable upon the exercise of options
    that are exercisable within 60 days of March 15, 2007.(9)
    
    Includes 29,333 shares issuable upon the exercise of
    options that are exercisable within 60 days of
    March 15, 2007.(10)
    
    Includes 6,667 shares issuable upon the exercise of options
    that are exercisable within 60 days of March 15, 2007.(11)
    
    Based on information contained in a Schedule 13G filed by
    Arbor Capital Management, LLC and Rick D. Leggott on
    February 2, 2007, Arbor Capital Management, LLC and
    Mr. Leggott have sole power to vote or to direct the vote
    of 1,419,200 of the shares of our common stock and sole power to
    dispose or direct the disposition of 1,419,200 of the share of
    our common stock. Pursuant to the Schedule 13G,
    Mr. Leggott is the Chief Executive Officer of Arbor Capital
    Management, LLC, beneficially owns a controlling percentage of
    its outstanding voting securities, and may be deemed to have
    voting
    and/or
    investment power with respect to these shares. The beneficial
    owners address is One Financial Plaza, 120 South Sixth
    Street, Suite 1000, Minneapolis, Minnesota 55402.(12)
    
    Consists of 853,636 shares held by Edison Venture
    Fund IV, L.P. Mr. Golding, one of our directors, is a
    partner of Edison Partners IV, L.P., the general partner of
    Edison Venture Fund IV, L.P. Mr. Golding disclaims
    beneficial ownership of these shares except to the extent of his
    pecuniary interest therein. Mr. Golding shares voting and
    dispositive authority over the shares held by Edison Venture
    Fund IV, L.P. with John Martinson, Joe Allegra and Ross
    Martinson, each a partner of Edison Partners IV, L.P. The
    principal address of Edison Venture Fund IV, L.P. is 1009
    Lenox Drive #4, Lawrenceville, NJ 08648.(13)
    
    Consists of 1,404,530 shares and 225,520 shares
    issuable upon the exercise of warrants that may be exercised at
    any time held by Lazard Technology Partners II LP. Lazard
    Alternative Investments LLC is the nominee for Lazard Technology
    Partners II LP. Mr. Burns, one of our directors, is a
    managing principal of LTP II GenPar LLC, the general
    partner of LTP II LP, which is the general partner of
    Lazard Technology Partners II LP and Lazard Alternative
    Investments LLC, nominee for Lazard Technology Partners II
    LP. Mr. Burns disclaims beneficial ownership of these
    shares except to the extent of his pecuniary interest therein.
    Mr. Burns shares voting and dispositive authority over the
    shares held by Lazard Technology Partners II LP with
    Russell E. Planitzer, a managing principal of LTP II GenPar
    LLC, and Manu S. Rana, a principal of LTP II GenPar LLC.
    The principal address of Lazard Technology Partners II LP
    is 5335 Wisconsin Avenue, N.W., Suite 410, Washington, DC
    20015.(14)
    
    Consists of 703,036 shares held by Sterling Venture
    Partners, LP. Mr. Bronfein, one of our directors, is a
    managing member of Sterling Venture Partners, LLC, the general
    partner of Sterling Venture Partners, LP. Mr. Bronfein
    disclaims beneficial ownership of these shares except to the
    extent of his pecuniary interest therein. Mr. Bronfein
    shares voting and dispositive authority over the shares held by
    Sterling Venture Partners, LP with Eric Becker, a managing
    member of Sterling Venture Partners, LLC, and Daniel Rosenberg,
    a member of Sterling Venture Partners, LLC. The principal
    address of Sterling Venture Partners, LP is 6225 Smith Avenue,
    Suite 210, Baltimore, MD 21209.  Item 13.
    Certain
    Relationships and Related Party Transactions, and Director
    Independence  Certain
    Relationships and Related Party Transactions
   21




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##### 



Registration
    Rights Agreement
    Indemnification
    Agreements
    Procedures
    for Approval of Related Person Transactions
  change-in-control
  Director
    Independence
    Item 14.
    Principal
    Accountant Fees and Services    2005


2006Audit Fees(1)

$
878,600


$
683,900Audit-Related Fees(2)

$
1,745


$
2,475Tax Fees(3)

$
76,000


$
96,020Total

$
956,345


$
782,395     (1)
    
    Audit Fees consist of fees incurred for the audits of our annual
    consolidated financial statements and internal control over
    financial reporting, reviews of our interim consolidated
    financial statements included in our quarterly reports on
    Form 10-Q
    for the first three quarters of each fiscal year and other SEC
    filings. 22




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##### 



(2)
    
    Audit-Related Fees consist of fees incurred for accounting
    research services.(3)
    
    Tax Fees consist of fees incurred for tax compliance, planning
    and advisory services.  12-month
       23




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##### 



SIGNATURES
    VOCUS, INC.
  By:
    /s/  Richard
    Rudman         Signature

Title

Date/s/  Richard
    RudmanRichard
    Rudman

Chief Executive Officer, President
    and Chairman (Principal Executive Officer)

March 26, 2007/s/  Stephen
    VintzStephen
    Vintz

Chief Financial Officer,
    Treasurer and Secretary
    (Principal Financial and Accounting Officer)

March 26, 2007*Robert
    Lentz

Chief Technology Officer and
    Director

March 26, 2007*Michael
    Bronfein

Director

March 26, 2007*Kevin
    Burns

Director

March 26, 2007*Gary
    Golding

Director

March 26, 2007*Ronald
    Kaiser

Director

March 26, 2007*Richard
    Moore

Director

March 26, 2007  24




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##### 



Index to
    Exhibits
  ExhibitNumbers

Exhibits31
.1

Certification of Chief Executive
    Officer pursuant to
    Rules 13a-14
    and 15d-14
    promulgated under the Securities Exchange Act of 1934.31
.2

Certification of Chief Financial
    Officer pursuant to
    Rules 13a-14
    and 15d-14
    promulgated under the Securities Exchange Act of 1934.32
.1

Certification of Chief Executive
    Officer and Chief Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.  25