---

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



FORM 10-Q/A

(Amendment No. 1)

(Mark One)

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

EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2003

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 000-50562

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



|Delaware                                                       | 27-0064104                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)



825 Battery Street, San Francisco, California 94111
                  (Address of Principal Executive Offices)

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

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 [ ]

Indication by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Exchange Act): YES [ ] NO [X]

The number of shares of the Registrants' Common Stock outstanding as of
August 31, 2004 was 25,228,515.



This amended Quarterly Report on Form 10-Q is being filed
for the purpose of amending and restating Items 1, 2 and 4 of Part I and Item 6
of Part II of the Form 10-Q for the quarterly period ended March 31, 2003 to (i)
reflect the restatement of our condensed consolidated financial statements as of
and for the periods ended March 31, 2003 and 2002 for the adoption of a
corrected method in which we calculate our quarterly CBS royalty expenses as
described in Note 8 to the condensed consolidated financial statements, (ii)
make revisions to "Management's Discussion and Analysis of Financial Condition
and Results of Operations" as warranted by the restatement, (iii) make revisions
to Item 4 of Part I to reflect our evaluation of controls and procedures as of
the date of the filing of this amended Quarterly Report on Form 10-Q and (iv)
update the Certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley
Act of 2002 to the filing date of this amended Quarterly Report on Form 10-Q. We
have made no further changes to the originally filed Form 10-Q. Although this
amendment incorporates certain revisions, as noted, to historical financial data
and related descriptions, all other information in this amended Quarterly Report
on Form 10-Q is as of the date the Quarterly Report on Form 10-Q was originally
filed. This amended Quarterly Report on Form 10-Q is not intended to provide an
update of, and does not reflect, any subsequent information or events after the
Quarterly Report on Form 10-Q was originally filed.

In addition, the Company is filing amended Quarterly Reports on Form 10-Q for
other quarterly periods in fiscal year 2003 to restate its condensed
consolidated statements of operations and cash flows for the periods ended June
30, 2003 and 2002, and September 30, 2003 and 2002 and its condensed
consolidated balance sheets as of June 30, 2003 and 2002, and September 30, 2003
and 2002.



---

MarketWatch, Inc.

Quarterly Report on Form 10-Q/A for the Period Ended March 31, 2003

Table of Contents



|PART I. FINANCIAL INFORMATION                                                                                                       | Page No.
|----------------------------------------------------------------------------------------------------------------------------------- | --------
|                                                                                                                                    |         
|Item 1. Interim Condensed Consolidated Financial Statements:                                                                        |         
|                                                                                                                                    |         
|Condensed Consolidated Balance Sheets 
at March 31, 2003 (unaudited) (restated) and December 31, 2002                               | 4       
|                                                                                                                                    |         
|Unaudited Condensed Consolidated Statements of Operations 
for the three months ended March 31, 2003 (restated) and 2002 (restated) | 5       
|                                                                                                                                    |         
|Unaudited Condensed Consolidated Statements of Cash Flows 
for the three months ended March 31, 2003 (restated) and 2002 (restated) | 6       
|                                                                                                                                    |         
|Notes to Condensed Consolidated Financial Statements (unaudited)                                                                    | 7       
|                                                                                                                                    |         
|Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations                                       | 10      
|                                                                                                                                    |         
|Item 3. Quantitative and Qualitative Disclosures About Market
Risk                                                                  | 24      
|                                                                                                                                    |         
|Item 4. Controls and Procedures                                                                                                     | 24      
|                                                                                                                                    |         
|PART II. OTHER INFORMATION                                                                                                          |         
|                                                                                                                                    |         
|Item 1. Legal Proceedings                                                                                                           | 25      
|                                                                                                                                    |         
|Item 6. Exhibits and Reports on Form 8-K                                                                                            | 25      
|                                                                                                                                    |         
|SIGNATURES                                                                                                                          | 26      
|                                                                                                                                    |         
|INDEX TO EXHIBITS                                                                                                                   | 27      

---

Part I -- FINANCIAL INFORMATION

ITEM 1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



MarketWatch, Inc.
                       Condensed Consolidated Balance Sheets                  (in thousands)



|                                           | March 31,
                  2003 |           | December 31,
                  2002
|------------------------------------------ | -------------------------------- | --------- | -----------------------------------
|                                           | (as restated) (unaudited)        |           |                                    
|ASSETS                                     |                                  |           |                                    
|Current assets:                            |                                  |           |                                    
|Cash and cash equivalents                  | $                                | 43,760    |                                    
|Accounts receivable, net                   |                                  | 6,040     |                                    
|Prepaid expenses                           |                                  | 1,312     |                                    
|Total current assets                       |                                  | 51,112    |                                    
|                                           |                                  |           |                                    
|Property and equipment, net                |                                  | 5,694     |                                    
|Goodwill, net                              |                                  | 22,429    |                                    
|Other assets                               |                                  | 148       |                                    
|Total assets                               | $                                | 79,383    |                                    
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                  |           |                                    
|Current liabilities:                       |                                  |           |                                    
|Accounts payable                           | $                                | 2,333     |                                    
|Accrued expenses                           |                                  | 5,244     |                                    
|Deferred revenue                           |                                  | 1,139     |                                    
|Total current liabilities                  |                                  | 8,716     |                                    
|                                           |                                  |           |                                    
|Stockholders' equity:                      |                                  |           |                                    
|Preferred stock                            |                                  | -         |                                    
|Common stock                               |                                  | 177       |                                    
|Additional paid-in capital                 |                                  | 321,561   |                                    
|Contribution receivable                    |                                  | (11)      |                                    
|Accumulated deficit                        |                                  | (251,060) |                                    
|Total stockholders' equity                 |                                  | 70,667    |                                    
|                                           |                                  |           |                                    
|Total liabilities and stockholders' equity | $                                | 79,383    |                                    

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

---



MarketWatch, Inc.
                  Unaudited Condensed Consolidated Statements of Operations                  (in thousands, except per share data)



|                                                                       |  | Three Months Ended March 31,
|---------------------------------------------------------------------- |  | ----------------------------
|                                                                       |  |                             
|Net revenues:                                                          |  |                             
|Advertising                                                            |  | $                           
|Licensing                                                              |  |                             
|Subscription                                                           |  |                             
|Total net revenues                                                     |  |                             
|Cost of net revenues                                                   |  |                             
|Gross profit                                                           |  |                             
|                                                                       |  |                             
|Operating expenses:                                                    |  |                             
|Product development                                                    |  |                             
|General and administrative                                             |  |                             
|Sales and marketing                                                    |  |                             
|Total operating expenses                                               |  |                             
|Loss from operations                                                   |  |                             
|Interest income                                                        |  |                             
|Income tax                                                             |  |                             
|Net loss                                                               |  | $                           
|Basic and diluted net loss per share                                   |  | $                           
|Shares used in the calculation of basic and diluted net loss per
share |  |                             

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

---



MarketWatch, Inc.
                  Unaudited Condensed Consolidated Statements of Cash Flows                  (in thousands)



|                                                                                          | Three Months Ended
                  March 31,
|----------------------------------------------------------------------------------------- | ----------------------------------------------
|                                                                                          | 2003                                          
|                                                                                          | (as restated)                                 
|Cash flows provided by (used in) operating
activities:                                    |                                               
|Net loss                                                                                  | $                                             
|Adjustments to reconcile net loss to net cash provided by (used
in) operating activities: |                                               
|Depreciation and amortization                                                             |                                               
|Noncash charges from stockholder                                                          |                                               
|Changes in operating assets and liabilities:                                              |                                               
|Accounts receivable, net                                                                  |                                               
|Prepaid expenses and other assets                                                         |                                               
|Accounts payable and accrued expenses                                                     |                                               
|Deferred revenue                                                                          |                                               
|Net cash provided by (used in) operating activities                                       |                                               
|Cash flows used in investing activities:                                                  |                                               
|Purchase of property and equipment                                                        |                                               
|Net cash used in investing activities                                                     |                                               
|Cash flows provided by financing activities:                                              |                                               
|Issuance of common stock                                                                  |                                               
|Net cash provided by financing activities                                                 |                                               
|Net change in cash                                                                        |                                               
|Cash and cash equivalents at the beginning of the period                                  |                                               
|Cash and cash equivalents at the end of the period                                        | $                                             

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

---



MARKETWATCH, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (UNAUDITED)

Note 1 - Organization and Nature of Business

Basis of Presentation

The interim financial data as of March 31, 2003 and for the three months
ended March 31, 2003 and 2002 is unaudited; however, in the opinion of
MarketWatch, Inc. (the "Company"), the interim data includes all adjustments,
consisting only of normal recurring adjustments, necessary for a fair statement
of the results for the interim periods. The results of operations for such
periods are not necessarily indicative of the results expected for a full year
or for any future period. These consolidated financial statements should be read
in conjunction with the consolidated financial statements and related notes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2002.

During the first quarter ended March 31, 2003 the Company re-classified
certain broadcast and membership center revenues, previously disclosed as
"Other," into advertising revenues. Prior periods have been adjusted to be
comparable with the current presentation.

The Company

The Company is a leading multimedia source for financial news and
information. It was formed on October 29, 1997 as a Delaware limited liability
company, and was jointly owned by Data Broadcasting Corporation, now known as
Interactive Data Corporation ("IDC"), and CBS Broadcasting Inc. ("CBS"), with
each owning a 50% interest in the Company. In January 1999, the Company
reorganized as a corporation and completed an initial public offering of
3,162,500 shares of common stock. After the initial public offering, CBS and IDC
each owned 34.1% of the Company. In February 2000, IDC completed a merger with
the specialist asset valuation business, or the FTAM, of the Financial Times
Group, which is a part of Pearson plc. ("Pearson"). In January 2001, an
affiliate of Pearson plc acquired IDC's 34.1% stake in the Company.

Note 2 - Recent Accounting Pronouncements

In December 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 148 (SFAS 148), "Accounting for
Stock-Based Compensation - Transition and Disclosure." SFAS 148 amends the
Statement of Financial Accounting Standards Statement No. 123 (SFAS 123),
"Accounting for Stock-Based Compensation." Although the standard does not
require use of fair value method of accounting for stock-based employee
compensation, it does provide alternative methods of transition. It also amends
the disclosure provisions of SFAS 123 and APB Opinion No. 28 (APB 28), "Interim
Financial Reporting," to require disclosure in the summary of significant
accounting policies of the effects of an entity's accounting policy with respect
to stock-based employee compensation on reported net income and earnings per
share in annual and interim consolidated financial statements. These amended
transition and annual disclosure requirements are effective for interim periods
and fiscal years ending after December 15, 2002. The Company has adopted the
disclosure requirements of this standard for its first quarter of fiscal year
2003.

The following table illustrates the effect on income from continuing
operations and earnings per share if the Company had applied the fair-value
recognition provisions of SFAS No. 123 to stock-based employee compensation. The
estimated fair value of each Company option is calculated using the
Black-Scholes option-pricing model.



|                                                                                   | Three Months Ended March 31,         
|---------------------------------------------------------------------------------- | -------------------------------------
|                                                                                   | 2003                                 
|                                                                                   | (as restated)                        
|                                                                                   | (in thousands, except per share data)
|As reported                                                                        | $                                    
|Stock-based employee compensation expense determined
under fair value based method |                                      
|Pro forma net loss                                                                 | $                                    
|                                                                                   |                                      
|Net loss per share:                                                                |                                      
|As reported, basic and diluted                                                     | $                                    
|Pro forma net loss per share, basic and diluted                                    | $                                    
|                                                                                   |                                      

The Company calculated the fair value
compensation expense associated with its stock-based employee compensation plans
using the Black-Scholes model. The following assumptions were used for valuing
option grants for the three months ended March 31, 2003 and 2002: no dividend
yield, weighted-average expected option term of four years, risk-free interest
rates of 2.6% and 4.4%, respectively, and volatility factors of 105% and 105%,
respectively. The assumptions used related to calculating compensation expense
associated with the employee stock purchase plan for the three months ended
March 31, 2003 and 2002 were: no dividend yield, weighted-average term of six
months, risk-free interest rates of 1.4% and 1.7%, respectively, and volatility
factors of 107% and 105%, respectively.

The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's stock options have characteristics significantly different from
those of traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the fair
value of its stock options.

Because additional stock options are expected to be granted each year, the
above pro forma disclosures are not representative of pro forma effects on
reported financial results for future periods.

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 3,261,054 and 2,535,102 shares of common stock were
outstanding at March 31, 2003 and 2002, respectively, but were not included in
the computation of diluted net loss per share because either the options'
exercise price was greater than the average market price of the common shares
during the period or inclusion of such options would have been anti-dilutive.

Note 4 - Related Party Transactions

Under its license agreement with CBS, the Company expensed $717,000 and
$612,000 for the three months ended March 31, 2003 and 2002, respectively,
related to licensing of CBS news content and trademarks. In addition, the
Company recorded advertising expenses of $45,000 and $4.9 million at rate card
value for the three months ended March 31, 2003 and 2002, respectively, for
in-kind advertising and promotion provided by CBS. Rental payments to CBS for
leasing of certain facilities were $309,000 and $273,000 for the three months
ended March 31, 2003 and 2002, respectively.

Licensing revenues from IDC were $0 and $300,000 for the three months ended
March 31, 2003 and 2002, respectively. License revenues from the FT.com and
Financial Times, subsidiaries of Pearson, were $427,000 and $464,000 for the
three months ended March 31, 2003 and 2002, respectively. The Company recognized
costs to IDC of $239,000 and $237,000 for the three months ended March 31, 2003
and 2002, respectively, for data feeds. In addition, the Company recognized
revenues of $628,000 and $409,000 for the three months ended March 31, 2003 and
2002, respectively, from television and radio programming on CBS stations. The
Company recognized costs to CBS of $266,000 and $300,000 for the three months
ended March 31, 2003 and 2002, respectively, for production of television and
radio programming.

IDC purchased $0 and $25,000 for the three months ended March 31, 2003 and
2002, respectively, of advertising under an insertion order.

At March 31, 2003 and 2002, $496,000 and $770,000, respectively, were
included in accounts receivable for radio and television revenue due from CBS.
In addition, $42,000 and $339,000, respectively, were included in the Company's
accounts receivable related to license and subscription revenues due from IDC
and $6,000 and $415,000, respectively, were included in the Company's accounts
receivable related to license revenues due from FT.com and Financial Times,
subsidiaries of Pearson. At March 31, 2003 and 2002, the Company had a liability
of $717,000 and $612,000, respectively, recorded for CBS royalty fees, a
liability of $873,000 and $561,000, respectively, owed to CBS for television
production and facilities costs, and a liability of $190,000 and $175,000,
respectively, to IDC for data feeds.

Direct charges for subscription revenues for certain IDC data feeds were
$11,000 and $20,000 for the three months ended March 31, 2003 and 2002,
respectively.

Note 5 - Restructuring Charges

In the second quarter of 2001, the Company implemented a plan to reduce
costs and improve operating efficiencies by discontinuing initiatives and
enhancements of our wireless and broadband businesses, and recorded a
restructuring charge of $1.4 million. The restructuring charge consisted
primarily of severance and benefits of $300,000 related to the involuntary
termination of approximately 35 employees; the estimated lease costs of $510,000
pertaining to future obligations for non-cancelable lease payments for excess
facilities; and the write-off of leasehold improvements, furniture and fixtures,
software and computer equipment with a net book value of $530,000. The assets
were taken out of service as they were deemed unnecessary due to the reduction
in workforce. In addition, the Company accrued for legal and consulting costs of
$70,000 related to the restructuring. As of March 31, 2003, the Company had
$84,000 remaining in its restructuring accrual for lease costs and other
expenses. The remaining accrual will be paid in cash and the restructuring will
be complete by December 31, 2003.

Note 6 - Change in Accounting for Goodwill and Certain Other
Intangibles

In accordance with SFAS No. 142, goodwill amortization was discontinued
as of January 1, 2002. The carrying amount of goodwill at March 31, 2003 totaled
$22.4 million. SFAS No. 142 prescribes a two-phase process for impairment
testing of goodwill. The first phase screens for impairment; while the second
phase (if necessary), measures the impairment. The Company completed its first
phase impairment analysis during the quarter ended December 31, 2002 and found
no instances of impairment of its recorded goodwill; accordingly, the second
testing phase, absent future indicators of impairment, was not
necessary.

Note 7 - Segment Reporting

The Statement of Financial Accounting Standards No. 131, "Disclosures
about Segments of an Enterprise and Related Information," establishes standards
for reporting information about operating segments in a company's financial
statements. Operating segments are defined as components of an enterprise about
which separate financial information is available that is evaluated regularly by
the chief operating decision maker, or decision making group, in deciding how to
allocate resources and in assessing performance. Marketwatch operates in one
segment.

Note 8 - Restatement

The Company has restated its condensed consolidated statements of
operations and cash flows for the three months ended March 31, 2003 and 2002 and
its condensed consolidated balance sheets as of March 31, 2003 and 2002. The
restatement reflects the adoption of a corrected method in which the Company
calculates its quarterly CBS royalty expenses by recognizing royalty expenses
based on the estimated effective annual royalty rate, which requires management
to estimate the annual gross revenues subject to the CBS royalty fees and
excluded revenues not subject to the CBS royalty fees, and apply the derived
effective annual royalty rate to all revenues in each of the quarters within a
fiscal year. Historically, the Company recognized CBS royalty expenses in the
quarter in which it became obligated to pay such expenses based on the specified
royalty rate applied to the relevant revenue of that quarter. The restatement
has an effect on the Company's cost of net revenues, gross profits, net income
(loss) and earnings (loss) per share for the periods ended March 31, 2003 and
2002.

The restatement has no impact on the Company's annual operating results, cash
flow or royalty due to CBS, including fiscal 2003 and 2002 results, as the
restatement relates only to the timing of the accruals of the CBS royalty
expenses among the quarters within a fiscal year.

The following table presents the impact of the restatement adjustments on the
statement of operations for the three months ended March 31, 2003 and 2002 (in
thousands, except per share data):

|                                                   | Three Months Ended March 31, 2003 |                        | Three Months Ended March 31, 2002
|-------------------------------------------------- | --------------------------------- | ---------------------- | ---------------------------------
|                                                   |                                   | As Previously Reported |                                  
|Cost of net revenues                               | $                                 | 4,024                  |                                  
|Gross profit                                       |                                   | 7,094                  |                                  
|Loss from operations                               |                                   | (96)                   |                                  
|Net income (loss)                                  |                                   | 35                     |                                  
|Net income (loss) per share basic and diluted      |                                   | 0.00                   |                                  
|Shares used in basic net income (loss) per share   |                                   | 17,157                 |                                  
|Shares used in diluted net income (loss) per share |                                   | 18,047                 |                                  

The following table presents the impact of the restatement adjustments on the
balance sheet as of March 31, 2003 and 2002 (in thousands):

|                           | March 31, 2003 |                        | March 31, 2002
|-------------------------- | -------------- | ---------------------- | --------------
|                           |                | As Previously Reported |               
|Accrued expenses           | $              | 4,960                  |               
|Total liabilities          |                | 8,432                  |               
|Accumulated deficit        |                | (250,776)              |               
|Total stockholders' equity |                | 70,951                 |               

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

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

Overview

We completed our initial public offering in January 1999. Prior to our
initial public offering, we were formed in October 1997 as a Delaware limited
liability company owned 50% each by Data Broadcasting Corporation, or DBC, now
known as Interactive Data Corporation and CBS. We were formed as the successor
to DBC's Online/News Business, which commenced operations in October 1995.
Immediately prior to the closing of our initial public offering, we were
reorganized from a limited liability company into a corporation.

Since our formation, we have operated as a multi-media provider of financial
news and information, with services including news articles, feature columns,
financial programming 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; earn advertising revenue from our television and
radio programming; license our content and tools to electronic brokers,
financial publishers and portals; and sell subscriptions to our news letters and
other premium products.

We have several agreements with our principal stockholders, including the
following:

- Upon our conversion from a limited liability company into a corporation, CBS
agreed to contribute $30.0 million in advertising through October 2002 which was
delivered in full by June 30, 2000;
- In May 2000, CBS contributed an additional $30.0 million in rate card
advertising and promotion of which $29.9 million was delivered by March 31, 2003
and the delivery of the remaining $11,000 has been extended through April 25,
2003;
- CBS licenses its trademark and certain news content for royalties
approximating 8% of all of our net revenues other than revenue attributable to
IDC and certain other revenue. The license agreement expires in October 2005;
and
- IDC provided us with part of our Web site infrastructure and certain
operational and administrative services at IDC's cost, as required by the
Amended and Restated Services Agreement. IDC's service obligation expires on
October 29, 2005. We ceased using these services in 2001. In addition, IDC paid
us a monthly, per subscriber fee for delivery of our news to IDC subscribers,
subject to a minimum payment of $100,000 per month. This obligation expired in
October 2002.

In January 2001, an affiliate of Pearson, plc acquired IDC's stake in our
company and held 33% of our outstanding common stock as of March 31, 2003.

Our ability to generate significant revenue or maintain profitability in the
future is uncertain. Further, in view of the rapidly evolving nature of our
business and our limited operating history, we have little experience
forecasting our revenues. Therefore, we believe that period-to-period
comparisons of our financial results are not necessarily meaningful and you
should not rely upon them as an indication of our future performance. To date,
we have incurred substantial costs to create, introduce and enhance our
services, to develop content, to build brand awareness and to grow our business.
Although we achieved net income for the first time in the fourth quarter of 2002
and were cash flow positive for the twelve months ended December 31, 2002 and
the first quarter of 2003, given the general economic uncertainty and the
continued uncertainty of the advertising market, we may not generate net income
or remain cash flow positive for fiscal 2003 or any particular fiscal quarter.
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.

Restatement

We restated our condensed consolidated statements of operations and cash
flows for the three months ended March 31, 2003 and 2002 and our condensed
consolidated balance sheets as of March 31, 2003 and 2002. The restatement
reflects the adoption of a corrected method in which we calculate our quarterly
CBS royalty expenses by recognizing royalty expenses based on the estimated
effective annual royalty rate, which requires management to estimate the annual
gross revenues subject to the CBS royalty fees and excluded revenues not subject
to the CBS royalty fees, and apply the derived effective annual royalty rate to
all revenues in each of the quarters within a fiscal year. Historically, we
recognized CBS royalty expenses in the quarter in which it became obligated to
pay such expenses based on the specified royalty rate applied to the relevant
revenue of that quarter. The restatement has an effect on our cost of net
revenues, gross profits, net income (loss) and earnings (loss) per share for the
periods ended March 31, 2003 and 2002. Note 8 to the condensed consolidated
financial statements in Item 1 of Part I of this report provides a summary of
the restatement for the periods ended and as of March 31, 2003 and 2002. In
addition, we restated our condensed consolidated statements of operations and
cash flows for each of the other quarters in fiscal years 2003 and 2002 and our
condensed consolidated balance sheets as of June 30, 2003 and 2002 and September
30, 2003 and 2002.

This restatement has no impact on our annual operating results, cash flow or
royalty due to CBS, including fiscal 2003 and 2002 results, as the restatement
relates to the timing of the accrual of the CBS royalty expenses among the
quarters within the fiscal year.

Results of Operations

Net Revenues

Net revenues are derived from the sale of advertising on our Web
sites, licensing of our content, distribution of television and radio
broadcasts, subscription sales of our news letters and other premium products
and fees from our membership center. During the first quarter ended March 31,
2003, the Company re-classified certain broadcast and membership center
revenues, previously disclosed as "Other," into advertising revenues. Prior
periods have been adjusted to be comparable with the current presentation.

Net revenues increased by 13% to $11.1 million for the three months ended
March 31, 2003 from $9.8 million for the three months ended March 31, 2002. The
increase was primarily a result of an increase in advertising and subscription
revenue offset by a decrease in licensing revenue. The increase in advertising
revenue was primarily due to an increase in the number of advertisers on our Web
sites and an increase in the size of advertising buys. Television advertising
revenue increased primarily due to an improvement in rates charged for
advertising sold and radio advertising revenue improved primarily due to
increased sales on current and new radio stations. The increase in subscription
revenue was primarily due to the acquisition of the Hulbert Financial Digest in
April 2002 and its related revenue stream. Licensing revenue declined primarily
due to the expiration of a five-year licensing commitment from IDC and the
consolidation of the financial services industry.

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

License revenues depend on customer contract renewals and could decrease
further if customers choose to renew for lesser amounts, terminate early or
forego renewal, or we do not obtain new customers. A significant amount of our
license revenue is earned from brokerages and financial services companies,
which have experienced hardship due to the recent economic downturns. The amount
of license revenues depends, in part, on the number of users these customers
have each month. If the number of users were to decrease, our license revenue
would decrease. The growth of our license revenues could also be limited as
there are a limited number of brokerages and financial services companies to
license our content. In addition, certain license contracts guarantee the
performance of our Web sites. If our sites do not perform as guaranteed, license
revenue would be adversely affected.

Cost of Revenues

Cost of net revenues primarily consists of news staff compensation,
royalties payable to CBS and content providers, bandwidth costs associated with
serving pages on our Web properties and licensing clients, fees paid for data,
Web site infrastructure costs, costs of serving ads, exchange fees and
communication lines, and costs related to subscriptions, including printing and
mailing costs.

Cost of revenues increased by 5% to $4.3 million for the three months ended
March 31, 2003 from $4.1 million for the three months ended March 31, 2002. Cost
of revenues increased primarily due to an increase in compensation for news
personnel. As a percentage of net revenues, cost of revenues were 39% and 42%
for the three months ended March 31, 2003 and 2002, respectively. Cost of
revenues decreased as a percentage of net revenues primarily due to the
leveraging of our fixed costs as revenues increased.

Product Development

Product development expenses primarily consist of data source fees,
compensation and benefits for Web site developers, designers and engineers to
maintain the sites and software engineers, and expenses for contract programmers
and developers. Product development expenses increased by 29% to $1.8 million
for the three months ended March 31, 2003 from $1.4 million for the three months
ended March 31, 2002. Product development expenses increased primarily due to an
increase in data source fees and costs associated with the development of the
Hulbert Financial Digest products. Product development expenses were 17% and 15%
of net revenues for the three months ended March 31, 2003 and 2002,
respectively.

General and Administrative

General and administrative expenses primarily consist of compensation and
benefits for finance, business development and administrative personnel,
professional fees, public company costs and corporate depreciation charges.
General and administrative expenses increased by 4% to $2.9 million for the
three months ended March 31, 2003 from $2.8 million for the three months ended
March 31, 2002 primarily due to a slight increase in professional service fees.
As a percentage of net revenues, general and administrative costs were 26% and
29% for the three months ended March 31, 2003 and 2002, respectively, due to the
leveraging of our fixed costs as revenues increased.

Sales and Marketing

Sales and marketing expenses primarily consist of non-cash promotion
and advertising provided by CBS, online and offline advertisements, promotional
materials, compensation, benefits and sales commissions to our direct sales
force. Sales and marketing expenses decreased 68% to $2.4 million for the three
months ended March 31, 2003 from $7.5 million for the three months ended March
31, 2002. As a percentage of net revenues, sales and marketing expenses were 22%
and 77% for the three months ended March 31, 2003 and 2002, respectively. Sales
and marketing expenses decreased primarily due to a decrease in CBS in-kind
advertising expense. As a significant portion of the CBS in-kind advertising
expired in June 2002, we utilized it to the fullest extent in the first quarter
of 2002.

Interest Income

Interest income of $134,000 for the three months ended March 31, 2003
resulted from interest earned on the proceeds from additional financing from CBS
and DBC received on May 5, 2000 and cash from operations. Interest income of
$182,000 for the three months ended March 31, 2002 resulted from interest earned
on the proceeds from additional financing from CBS and DBC received on May 5,
2000. Interest income for the three months ended March 31, 2003 decreased as a
result of a decline in returns due to lower interest rates as a result of
current market conditions.

Liquidity and Capital Resources

Since our inception in October 1997, we have funded our operations primarily
from cash contributed and advanced by IDC and CBS, revenues from advertising and
licensing sales and the proceeds from our initial public offering. Our cash and
cash equivalents totaled $43.8 million at March 31, 2003, compared to $43.3
million at December 31, 2002.

Cash provided by operating activities was $73,000 for the quarter ended March
31, 2003, primarily due to non-cash charges for depreciation and amortization of
$1.1 million, an increase in deferred revenue of $222,000 and an increase in
accounts payable and accrued expenses of $287,000, offset by a net loss of
$249,000 and an increase in prepaid expenses and accounts receivable.

Cash used in operating activities was $322,000 for the quarter ended March
31, 2002, primarily due to a net loss of $5.9 million, partially offset by
non-cash charges of $4.9 million in advertising provided by CBS and $1.2 million in
depreciation and amortization of property and equipment. Significant uses of
cash in operations for the quarter ended March 31, 2002 included a decrease in
accounts payable and accrued expenses and an increase in prepaid expenses,
offset by a decrease in accounts receivable.

Cash used in investing activities was $215,000 for the quarter ended March
31, 2003 and consisted of capital expenditures for purchases of computer
hardware and software.

Cash used in investing activities was $152,000 for the quarter ended March
31, 2002 and consisted of capital expenditures for purchases of computer
hardware and leasehold improvements related to leased facilities.

Cash provided by financing activities was $574,000 for the quarter ended
March 31, 2003 and primarily reflected proceeds from the sale of common stock
through the employee stock purchase plan in February 2003 and stock option
exercises during the quarter.

Cash provided by financing activities was $195,000 for the quarter ended
March 31, 2002 and primarily reflected proceeds from the sale of common stock
through the employee stock purchase plan in February 2002.

As of March 31, 2003, commitments under noncancellable operating leases
totaled $10.8 million through December 31, 2010. Additionally, we have entered
into certain agreements with America Online, Inc, or AOL, to make payments for
advertising and placement of our content on their service over the next year. As
of March 31, 2003, we are committed to pay $1.3 million to AOL over the next two
years.

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

Factors that May Affect Our Operating Results

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

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

- fluctuations in traffic levels on our Web sites, which can be significant as
a result of business, financial and other news events;
- weakening demand for advertising on our Web sites as well as on the Web in
general;
- reductions in rates paid for Web advertising resulting from softening
demand, competition, disruption of business due to threats of conflict or
military action involving the United States, or other factors;
- changes in demand for licenses of our technology and news;
- our ability to develop new products and services;
- our ability to enter into or renew on favorable terms our marketing and
distribution agreements;
- the amount and timing of our costs related to our marketing efforts or other
initiatives;
- the amount and timing of costs related to our new product development
efforts;
- fees we may pay for distribution or content agreements or other costs we
incur;
- new services introduced by us or our competitors;
- the level of Web usage such as time spent online or number of pages viewed;
- competitive factors;
- costs associated with restructuring activity;
- technical difficulties or system downtime affecting the Web generally or the
operation of our Web sites; or
- economic conditions specific to the Web as well as general economic
conditions.

Although we generated net income for the first time in the fourth quarter of
2002 and were cash flow positive for the twelve months ended December 31, 2002
and the first quarter of 2003, you should not rely on the results for those
periods as an indication of future performance. In particular, given the general
economic uncertainty and the softness of the advertising market, we may not
remain cash flow positive or generate net income for fiscal 2003 or any
particular remaining quarter in fiscal 2003.

Over time, our revenues have come from a mix of advertising, content
licensing, broadcasting and subscription service fees. Licensing revenue
declined in the first quarter of 2003 primarily due to difficult market
conditions faced by companies in the financial services industry. We expect our
quarterly revenues and operating results to be particularly affected by the
changes in the level of our advertising and licensing 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 than we
expect, we may not be able to quickly reduce our spending in response. Any
shortfall in our revenues would have a direct impact on our operating results
for a particular quarter and these fluctuations could affect the market price of
our common stock in a manner unrelated to our long-term operating performance.

We Depend on the Sale of Advertisements on Our Web Sites, and If Demand
for Web Advertising Continues to Soften, Our Business Would Be Harmed

We expect to derive a substantial amount of our revenues from advertising
for the foreseeable future. Over the last two years, we and other Web publishers
have experienced a significant softening in demand for our advertising services
due to decreased spending on Web advertising by companies and due to general
uncertainty about the economy. We expect this reduced demand to continue for the
foreseeable future. In addition, threats of conflict or military action
involving the United States may further disrupt business, curb spending by
companies or otherwise slow down economic recovery. The continued decline in the
advertising market would substantially harm our business and could result in a
further decline in the trading price of our common stock.

We compete with traditional advertising media, such as print, radio and
television, for a share of advertisers' total advertising budgets. We would lose
revenue if the Web were not perceived as an effective advertising medium. Also,
advertisers that have traditionally relied upon other advertising media may be
reluctant to advertise on the Web especially given the general uncertainty in
the economy. Advertisers that already have invested substantial resources in
other advertising methods may be reluctant to adopt a new advertising strategy
and may find it more difficult to measure the effectiveness of Web advertising.
In addition, our online advertising packages are sold in campaigns ranging from
less than two weeks to a year or more. Advertisers generally have the right to
cancel a campaign with two weeks notice without penalty. Therefore, advertising
revenues would be adversely affected if we fail to offer a desirable opportunity
for on-line advertising.

A substantial portion of our online advertising revenue comes from Internet
commerce and financial services companies that have been adversely affected by
the recent market downturn, which has resulted in these companies spending less
for on-line advertising. If we do not diversify our advertiser base and continue
to attract advertisers from other industries, our business could be adversely
affected. Moreover, diversification of our advertising base may require us to
adapt to different requirements and expectations that these new advertisers may
have with respect to advertising programs. If we fail to adapt accordingly, our
business, operating results and financial condition may be adversely affected.

Further, some of the existing brokerage and financial services companies and
customers in other markets that we target have merged and additional mergers may
occur in the future, which would further reduce the number of our existing and
potential customers. For example, in the prior year, Ameritrade, one of our
customers, acquired Datek, which was also one of our customers. As a result, our
online advertising and license revenues were adversely affected.

We Rely Significantly on Revenue from Advertising, Which Is Difficult to
Forecast Accurately

A significant amount of our revenue comes from advertisements displayed
on our Web sites. We derive the majority of our revenue from the sale of
advertisements under short-term contracts, which are difficult to forecast
accurately. In addition, our advertising packages are sold in campaigns ranging
from less than two weeks to a year or more. Advertisers generally have the right
to cancel a campaign with two weeks notice without penalty. In cases where the
advertiser is providing services, the agreements often have payments contingent
on usage levels. Some of our advertisers are Internet companies that, in certain
cases, may lack financial resources to fulfill their commitments. Accordingly,
it is difficult to accurately forecast these revenues. Our expense levels are
based in part on expectations of future revenues and are fixed over the short
term with respect to certain categories. We may be unable to adjust spending
quickly enough to compensate for any unexpected revenue shortfall. Accordingly,
the cancellation or deferral of advertising agreements could have a material
adverse effect on our financial results.

No Standard Has Been Widely Accepted to Measure the Effectiveness of Web
Advertising and Changes in Current Pricing Models Could Seriously Harm Our
Operating Results

Different pricing models are used to sell advertising on the Web. It is
difficult to predict which, if any, will emerge as the industry standard. This
makes it difficult to project our future advertising rates and revenues. For
example, advertising rates based on the number of "click throughs," or user
requests for additional information made by clicking on the advertisement,
instead of rates based solely on the number of impressions, or times an
advertisement is displayed, could adversely affect our revenues because
impression-based advertising comprises a substantial majority of our current
advertising revenues. In addition, our advertising revenues could be adversely
affected if we are unable to adapt to new forms of Web advertising.

Moreover, "filter" software programs that limit or prevent advertising from
being delivered to a Web user's computer are available. Widespread adoption of
this software could adversely affect the commercial viability of Web
advertising.

We Are Susceptible to Third Party Software Programs That Serve Pop-up
Advertisements on Our Web Sites

There exist third party software programs that deliver selected
advertisements based on the Web sites visited by the user. These advertisements
usually are in the form of pop-up ads that are often based on the content the
user is viewing at a particular time. Many times this software is downloaded
onto the user's computer without the user's knowledge, understanding or consent,
as the software often comes bundled with other applications that the user
downloads, such as file-sharing software or media players. The software can then
track the user's Web surfing habits and display content, such as pop-up ads,
that most users are unaware have no connection with the site they are then
viewing. The pop-up ads may compete with the advertising, services and products
that we sell on our Web sites, potentially infringe our copyrights, and can lead
to confusion for our customers as the pop-up software deceives the user as to
the origin of the advertisement. Also, our customers may blame us for defects in
the services and products promoted by the pop-up ads or for fraud perpetuated
against then in connection with such pop-up ads either of which could damage our
reputation and result in significant damages. If the prevalence of such forms of
software increase and no restrictions are placed on their usage, our business
may be harmed.

We Depend on Licensing Revenues, and If Licensing Revenues Were to
Decline, Our Business Could Be Harmed

We expect to derive a substantial portion of our revenues from the
licensing of our content to customers. Licensing revenue depends on new customer
contracts and customer contract renewals, and could decrease if new business is
not found or customers renew for lesser amounts, terminate early or forego
renewal. We derive a significant percentage of our licensing revenue from a
small number of large clients, and from brokerages and financial services
companies. In many cases, the amount of licensing revenue depends on the number
of qualified account holders these customers have each month. If the number of
qualified account holders were to decrease, our licensing revenue could
decrease. A number of these brokerages and financial services companies have
experienced a decrease in account holders as a result of the recent market
downturn. The growth of our licensing revenue could also be limited as there are
a limited number of brokerages and financial services companies. In addition,
certain license contracts guarantee the performance of our Web sites. If our
sites do not perform as guaranteed, our licensing revenue would be adversely
affected.

Some of the licensing tools we have created and currently market to existing
and potential customers require users to disclose personally identifiable
information and allow us access to such confidential information. Due to
concerns about user privacy issues, existing and potential licensing customers
may be deterred from licensing these tools, which could harm our future
licensing revenue.

We receive a portion of the data incorporated in our licensing products from
third parties, some of which are competitors. For example, we receive data from
Dow Jones and Thomson Financial Corporation. If they or others perceive us as a
competitor, they may discontinue providing services to us. Also, some of our
third party data providers have restrictions on access to and use of these data,
which may make our licensing products incorporating such data less attractive to
our existing and potential customers, which in turn may adversely affect our
licensing revenue.

Further, a substantial portion of our licensing revenue comes from media and
financial services companies, which have been adversely affected by the recent
market downturn. If we do not diversify our client base and continue to attract
customers from other industries, our business could be adversely affected.
Moreover, some of the existing brokerage and financial services companies and
customers in other markets that we target may have merged and additional mergers
may occur in the future, which would further reduce the number of our existing
and potential customers and adversely affect our licensing revenue. For example,
in the prior year, Ameritrade, one of our customers, acquired Datek, which was
also one of our customers. As a result, our online advertising and licensing
revenues were adversely affected.

We Depend on CBS and Pearson for a Number of Services and Other Rights,
and Our Business Would Be Materially Adversely Affected if Either One of Them
Terminates Their Strategic Relationships With Us

Pursuant to our license agreement with CBS, we were granted the right to
use the CBS name and logo, as well as CBS Television Network news content in
connection with the operation of the CBS.MarketWatch.com Web site. This license
agreement will expire on October 29, 2005 and CBS has no obligation to renew it.
Also, under specific circumstances, CBS may terminate the license agreement
earlier. If we are not able to renew our license agreement with CBS or CBS
terminates the license agreement earlier than October 29, 2005, we would need to
change the name of our Web site and devote substantial resources toward building
a new brand name. Regardless of such expenditures, 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.

Moreover, we are subject to a number of restrictions in consideration for the
license grant and provision of news content from CBS. For example, CBS can
require us to remove any content on our Web sites that it determines conflicts,
interferes with or is detrimental to its reputation or business or which CBS
deems inappropriate. 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, and if we fail to comply with these restrictions, CBS may
terminate the license agreement.

Similarly, pursuant to our service agreement with Pearson, Pearson provides
us with real-time financial data for dissemination to licensing clients and
subscribers of certain of CBS.MarketWatch.com subscription services. If Pearson
suspends delivery of delayed financial data or fails to provide such financial
data satisfactorily, we would be required to perform these services ourselves or
obtain these services from another provider. We may not be able to replace these
services on cost effective or 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.

The Interests of CBS and Pearson Could Conflict with the Interests of Our
Other Stockholders and, Given Their Substantial Stock Ownership in the Company,
We May Not Be Able to Resolve Any Future Conflict with Either of Them on Terms
Favorable to Us

CBS and Pearson may experience conflicts of interest in their business
dealings with us with respect to decisions involving business opportunities and
other similar matters. For example:

- CBS could license its name and logo to other Web sites or Internet services
that deliver general news, sports and entertainment. These sites or services
could also offer financial news, so long as delivering comprehensive stock
quotes and financial news to consumers in the English language is not their
primary function and their principal theme and format;
- Pearson may provide hosting services to other Web sites;
- Pearson could also establish an advertising-supported Web site that does not
have as its primary function and its principal theme and format the delivery of
financial news and stock quotes;
- CBS or Pearson could license their respective content to other Web sites or
Internet services; or
- CBS or Pearson could make certain investments in other Web sites or Internet
services.

The occurrence of any of the above actions could adversely affect our
business. For example, these sites or services supported by CBS or Pearson could
compete with us or CBS and Pearson might promote these other sites or services
more actively than they promote our Web sites.

We Depend on Our Strategic Relationships with Other Web Sites

We depend on establishing and maintaining distribution relationships with
high-traffic Web sites for a portion of our traffic. There is intense
competition for placements on these sites, and we may not be able to enter into
such relationships on commercially reasonable terms, if at all. Even if we enter
into distribution relationships with these Web sites, they themselves may not
attract a significant number of users. Therefore, our sites may not receive
additional users from these relationships. Moreover, we may have to pay
significant fees to establish these relationships and continue to pay
significant fees to maintain these types of relationships.

Occasionally, we enter into agreements with advertisers, content providers or
other high-traffic Web sites that require us to exclusively feature these
parties in certain sections of our Web sites. 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 Are in a Highly Competitive Industry and Some of Our Competitors May Be
More Successful in Attracting and Retaining Customers

The market for Internet services and products is relatively new,
intensely competitive and rapidly changing. The number of Web sites on the
Internet competing for consumers' attention and spending has proliferated and we
expect that competition will continue to intensify. We compete, directly and
indirectly, for advertisers, viewers, members and content providers with the
following categories of companies:

- publishers and distributors of traditional off-line media, such as
television, radio and print, including those targeted to business, finance and
investing needs, many of which have established or may establish Web sites, such
as The Wall Street Journal and CNN;
- general purpose consumer online services such as AOL and Microsoft Network,
each of which provides access to financial and business-related content and
services;
- Web sites targeted to business, finance and investing needs, such as
TheStreet.com and the Motley Fool;
- Web search and retrieval and other online services, such as Google, Yahoo!,
Lycos and other high-traffic Web sites, which offer quotes, financial news and
other programming and links to other business and finance-related Web sites;
- data companies that provide value-added tools, including charts, portfolios,
and stock screeners, such as Reuters and Thomson Financial Corporation;
- providers of standardized and customized investment research tools, such as
Pinnacor and SmartMoney; and
- publishers of financial news for an institutional audience such as Reuters
and Dow Jones.

We anticipate that the number of direct and indirect competitors will
increase in the future. This could result in price reductions for our
advertising or licensed content and tools, reduced margins, operating losses or
loss of market share, any of which would materially adversely affect our
business, results of operations and financial condition.

Many of our existing competitors, as well as a number of potential new
competitors, have longer operating histories in the Web market, greater name
recognition, larger customer bases, higher amounts of user traffic and
significantly greater financial, technical and marketing resources. Such
competitors may be able to undertake more extensive marketing campaigns, adopt
more aggressive pricing policies, make more attractive offers to potential
employees, distribution partners, advertisers and content providers and may be
able to respond more quickly to new or emerging technologies and changes in Web
user requirements. Further, we cannot assure you that they will not develop
services that are equal or superior to ours or that achieve greater market
acceptance than our offerings. Increased competition could also result in price
reductions, reduced margins or loss of market share, any of which could
seriously harm our business, results of operations and financial condition.

Our Intellectual Property Rights Are Costly and Difficult to Protect

We rely primarily on a combination of copyrights, trademarks, trade
secret laws, our user policy and content license agreement and user agreement
restrictions on disclosure and use to protect our intellectual property, such as
our content, copyrights, trademarks and trade secrets. We also enter into
confidentiality agreements with our employees and consultants, and seek to
control access to and distribution of our other proprietary information. Despite
these precautions, it may be possible for a third-party to copy or otherwise
obtain, misappropriate, infringe and use the content on our Web sites or our
other intellectual property without authorization. A failure to protect our
intellectual property could seriously harm our business, operating results and
financial condition. In addition, we may need to engage in litigation in order
to enforce our intellectual property rights in the future or to determine the
validity and scope of the proprietary rights of others. Such litigation could
result in substantial costs and diversion of management and other resources,
either of which could have an adverse effect on our business, operating results
and financial condition.

We May be Subject to Intellectual Property Infringement Claims, Which Are
Costly to Defend and Could Limit Our Ability to Use Certain Technologies in the
Future

We license certain technology, data and content from third parties. In
these license agreements, the licensors have generally agreed to defend,
indemnify and hold us harmless from any claim by a third-party that the licensed
technology or content infringes any third party's intellectual property rights.
However, we can not assure you that the outcome of any litigation between such
licensors and a third-party or between us and a third-party will not lead to
royalty obligations for which we are not indemnified or for which such
indemnification is insufficient or unavailable from the licensor, or that we
will be able to obtain any additional license on commercially reasonable terms
if at all. In the future, we may seek to license additional technology or
content in order to enhance our current features or to introduce new services,
such as certain new community features. However, any such licenses may not be
available on commercially reasonable terms, if at all. The loss of or inability
to obtain or maintain any of these technology or content licenses could result
in delays in the introduction of new services until equivalent technology or
content, if available, is identified, licensed and integrated, which could harm
our business, results of operations and financial condition.

In addition, in our content license agreements, we have generally agreed to
defend, indemnify and hold our licensees harmless from any claim by a
third-party that the licensed content infringes any third party's intellectual
property rights. Infringement or other claims may be asserted or prosecuted
against us and/or our clients in the future whether resulting from our
internally developed intellectual property or licenses or content from third
parties. Any future assertions or prosecutions could materially adversely affect
our business, results of operations and financial condition. Any such claims,
with or without merit, could be time-consuming, result in costly litigation and
diversion of technical and management personnel or require us to introduce new
content, technology or trademarks, develop non-infringing technology or content
or enter into royalty or licensing agreements. Such royalty or licensing
agreements, if required, may not be available on acceptable terms, if at all. In
the event of a successful claim of infringement against us and our failure or
inability to introduce new technology, content or trademarks, develop
non-infringing technology or content or license the infringed or similar technology
or content on a timely basis, our business, results of operations and financial
condition could be materially adversely affected.

We Depend on Third-Party Software 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-party software to provide these measurement services.
If the third-party is 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 have implemented and are
implementing additional systems designed to record demographic data on our
users. If we are not successful in developing these systems, we may not be able
to accurately evaluate the demographic characteristics of our users. As a
result, 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.

Our Business Will Be Adversely Affected If We Do Not Develop and Maintain
an Effective Sales Force

We depend on our sales force to sell advertising on our Web sites and
license our content. This involves a number of risks including:

- our sales personnel have, in a number of cases, only worked for us for a
short period of time;
- our ability to hire, retain, integrate and motivate sales and sales support
personnel;
- the length of time it takes new sales personnel to become productive; and
- the competition we face from other companies in hiring and retaining sales
personnel.

If we are unable to attract and retain an appropriate sales force, our
revenue may fail to increase or may decline.

If We Do Not Expand Our Operations Successfully, Our Business Will be
Harmed

As we grow, we may need to expand our operational systems, procedures and
controls in order to support our business. If we are unable to accomplish any of
these, our growth could be constrained and 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 and
introduce additional or enhanced services. For example, we acquired Hulbert
Financial Digest and have begun to offer Hulbert newsletters through
subscription. We intend to introduce additional or enhanced services in the
future. If the subscription products or other services we introduce are not
favorably received, we may not attract new users and our current users may not
continue to access our Web sites or use our services as frequently, which would
make us less attractive to advertisers. New users could also choose competitive
Web sites or services over ours. Moreover, if our new services do not achieve
sufficient market acceptance and generate the anticipated revenues, we would not
be able to recoup the costs of developing, marketing and maintaining such
services.

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 sites to correct these errors.
Our business could be adversely affected if we experience difficulties in
introducing new services or if users do not accept these new services.

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

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

- inadequate network infrastructure;
- security concerns;
- inconsistent quality of service; and
- availability of cost-effective, high-speed service.

In the event 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. 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 in general and usage of our Web sites in particular, could
grow more slowly or decline.

We Depend on Key Personnel Who May Not Continue to Work for Us

We believe that our future success will depend in part on our continued
ability to attract, integrate, retain and motivate highly qualified sales,
technical, editorial and managerial personnel, and upon the continued service of
our senior management. Although we have employment agreements with some of our
key executives, none of our personnel are bound by an employment agreement that
prevents such person from terminating his or her employment with us at any time
for any reason. At times we have experienced difficulties in attracting new
personnel. If we cannot successfully attract, integrate, retain and motivate a
sufficient number of qualified personnel, we may be unable to conduct our
business in the future.

We May Have Difficulty Scaling and Adapting Our Existing Architecture to
Accommodate Increased Traffic and Technology Advances

Our business relies on our ability to serve Web pages in a consistent and
timely manner. In the past, our Web sites have experienced significant increases
in traffic when there were significant business or financial news stories. In
addition, the number of our users has increased over time and we are seeking to
further increase our user base. If the traffic on our Web sites grows at a rate
that our current communication lines cannot support, our Web 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. Our Web sites have in
the past and may in the future experience slower response times and other
problems for a variety of reasons. Also, our Web sites have in the past and may
in the future experience down time and other problems due to server problems or
capacity.

We also depend on multiple information providers, such as FT Interactive
Data, S&P Comstock, Dow Jones, Thomson Financial Corporation and Reuters, to
provide information and data feeds on a timely basis. Our Web sites could
experience disruptions or interruptions in service due to the failure or delay
in the transmission or receipt of this information. In addition, our users
depend on Internet service providers, online service providers and other Web
site operators for access to our Web sites. Each of them has experienced
significant outages in the past, and could experience outages, delays and other
difficulties due to system failures unrelated to our systems in the future.
These types of occurrences could cause users to perceive our Web sites as not
functioning properly and therefore cause them to use other methods to obtain
their business and financial news and other information.

Our market is characterized by rapidly changing technology, evolving industry
standards and frequent new product announcements, which are exacerbated by the
growth of the Web and the intense competition in our industry. We may fail to
successfully adapt to our rapidly changing market by continually improving the
performance, features and reliability of our services. We could also incur
substantial costs if we need to modify our services or infrastructure in order
to adapt to these changes. Our business could be adversely affected if we
incurred significant costs without adequate results or cannot adapt to these
changes.

Unauthorized Break-Ins and Other Disruptions to Our Site Could Harm Our
Business

Our servers are vulnerable to computer viruses, physical or electronic
break-ins and similar disruptions, which could lead to interruptions, delays or
loss of data. In addition, unauthorized persons may improperly access our data.
A number of popular Web sites have experienced attacks from "hackers" and other
intrusions. Any actions like these may harm us and may be very expensive to
remedy and could damage our reputation and discourage new and existing users
from using our site. We also provide indemnification to some of our licensing
customers for unauthorized access to and use of customer data as a result of
break-ins and other unauthorized access. Our defense of any action brought
against us based upon improper access to confidential customer data or
indemnification of our licensing customers for similar claims brought against
them could be costly and involve significant distraction of our management and
other resources. Also, our operations are dependent upon our ability to protect
systems against damage from fire, earthquakes, power loss, telecommunications
failure, and other events beyond our control. Our insurance policies have low
coverage limits and therefore our insurance may not adequately compensate us for
any losses that may occur due to any failures or interruptions in our systems.

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 commercial transactions that involve
transmitting confidential information, such as stock trades or purchases of
goods or services. Because many of our advertisers seek to encourage people to
use the Web to conduct financial transactions or purchase goods or services, our
business could be adversely affected if our security is breached. 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

Our data privacy policy is not to willfully disclose any individually
identifiable information about any user to a third-party without the user's
consent. 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, including claims
for unauthorized purchases with credit card information, impersonation or other
similar fraud claims, and misuses of personal information, such as for
unauthorized marketing purposes. In addition, the Federal Trade Commission and
certain states have been investigating certain Internet companies regarding
their use of personal information. We could incur additional expenses if new
regulations regarding the use of personal information are introduced or if
federal and state agencies chose to investigate our privacy practices.

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

We may be subjected to claims for libel, slander, defamation, negligence,
copyright or trademark infringement or based on other theories relating to the
information we publish on our Web sites or license to our clients. 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. Moreover, because we license some data and content
from third parties, our exposure to various claims may increase. Although we
generally obtain representations as to the origins and ownership of licensed
content from third parties and generally obtain indemnification from these third
parties to cover any breach of any such representations, we do not generally
receive representations or indemnification to cover libel, slander, defamation,
or negligence relating to the third party content. Moreover, the indemnification
provided by these parties may be insufficient to provide adequate compensation
for any breach of such representations, and our insurance may not adequately
protect us against these types of claims and related indemnification
obligations. Our defense of any action brought against us based upon the content
that is accessible from our Web sites could be costly and involve significant
distraction of our management and other resources.

Future Regulation of the Internet May Slow Its Growth, Resulting in
Decreased Demand for Our Products and Services and Increased Costs of Doing
Business

There are currently few laws or regulations that specifically regulate
communications or commerce on the Web. However, laws and regulations may be
adopted in the future that address issues such as user privacy, pricing,
Internet sales tax and the characteristics and quality of products and services.
For example, the Telecommunications Act sought to prohibit transmitting certain
types of information and content over the Web. Several telecommunications
companies have petitioned the Federal Communications Commission to regulate
Internet service providers and online services providers in a manner similar to
long distance telephone carriers and to impose access fees on these companies.
This could increase the cost of transmitting data over the Internet. Moreover,
it may take years to determine the extent to which existing laws relating to
issues such as property ownership, libel and personal privacy are applicable to
the Web. Any new laws or regulations relating to the Web could adversely affect
our business.

The Continuing Conflict in Iraq, Future Terrorist Attacks and Threats of
or Actual War May Negatively Impact All Aspects of Our Operations, Revenues,
Costs and Stock Price

The continuing conflict in Iraq and the events of September 11, 2001, as
well as events occurring in response or connection to them, including future
terrorist attacks against United States targets, rumors or threats of war,
actual conflicts involving the United States or its allies, or military
disruptions may impact our operations. For example, the disruption of the global
financial markets due to the events on September 11, 2001 including the shutdown
of NASDAQ and NYSE, impacted the reporting of financial information on our Web
sites. More generally, any of these events could cause consumer confidence and
spending, including spending on the Web, to decrease, which may impact our
online advertising revenues. Also, volatility in the United States and worldwide
financial markets and economy has contributed to volatility in the stock prices
of United States publicly traded companies. The continuing conflict in Iraq, and
further acts of terrorism and civil disturbances in the United States or
elsewhere could have a significant impact on our operating results, revenues and
costs.

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

In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of
securities. We are a party to the securities class action litigation described
in Part II, Item 1, "Legal Proceedings." The defense of the litigation described
in Item 1 may increase our expenses and divert our management's attention and
resources, and an adverse outcome in this litigation could seriously harm our
business and results of operations. In addition, we may in the future be the
target of other securities class action or similar litigation.

We Face Risks Associated with Potential Acquisitions

We have made acquisitions in the past and may make acquisitions in the
future. Acquisitions of companies, products or technologies entail numerous
risks, including an inability to successfully assimilate acquired operations and
products, diversion of management's attention, loss of key employees of acquired
companies and substantial transaction costs. Some of the services acquired may
require significant additional development before they can be marketed and may
not generate revenue at anticipated levels. Moreover, future acquisitions by us
may result in dilutive issuances of equity securities, the incurrence of
additional debt, large one-time write-offs and the creation of goodwill or other
intangible assets that could result in significant amortization expense. Any of
these problems or factors could seriously harm our business, financial condition
and operating results.

Because Two of Our Large Stockholders Beneficially Own 65% of Our Stock,
They Have Substantial Control Over the Management of Our Company and Significant
Sales of Stock Held by Them Could Have a Negative Effect on Our Stock Price

As of March 31, 2003, CBS and Pearson beneficially owned 65% of our
outstanding common stock. Each of CBS and Pearson has three representatives on
our board of directors. As a result of their ownership and board positions, CBS
and Pearson individually and collectively are able to significantly influence
all matters requiring stockholder approval, including the election of directors
and approval of significant corporate transactions. Such concentration of
ownership may also have the effect of delaying or preventing a change in control
of our company. In addition, sales of significant amounts of shares held by
either of CBS or Pearson or collectively, or the prospect of these sales, could
adversely affect the market price of our common stock.

Our Common Stock Price Is Volatile and Could Fluctuate Significantly

The trading price of our stock has been and may continue to be subject to
wide fluctuations. During the last 52 week period ended March 31, 2003, the
closing sale prices of our common stock on the NASDAQ National Market ranged
from $3.89 to $7.65. Our stock price may fluctuate in response to a number of
events and factors, such as quarterly variations in operating results,
announcements of technological innovations or new products and media properties
by us or our competitors, changes in financial estimates and recommendations by
securities analysts, the operating and stock price performance of other
companies that investors may deem comparable, news reports relating to trends in
our markets and general economic conditions. In addition, the stock market in
general, and the market prices for Internet-related companies in particular,
have experienced extreme volatility. These broad market and industry
fluctuations may adversely affect the price of our common stock, regardless of
our operating performance.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate sensitivity. The primary objective of our investment
activities is to preserve principal while maximizing the income we receive from
our investments without significantly increasing risk. Some of the securities
that we have invested in may be subject to market risk. This means that a change
in prevailing interest rates may cause the principal amount of the investment to
fluctuate. For example, if we hold a security that was issued with a fixed
interest rate at the then-prevailing rate and the prevailing interest rate later
rises, the principal amount of our investment will probably decline. To minimize
this risk, we maintain our portfolio of cash in money market funds and cash
equivalents. In general, money market funds and short-term investments are not
subject to market risk because the interest paid on such funds fluctuates with
the prevailing interest rate. As of March 31, 2003, 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.

ITEM 4. CONTROLS AND PROCEDURES

We restated our condensed consolidated statements of operations and cash
flows for the three months ended March 31, 2003 and 2002 and condensed
consolidated balance sheets as of March 31, 2003 and 2002. For a description of
the restatement, see Note 8 to the condensed consolidated financial statements
in Item 1 of Part I of this report.

As of the end of the period covered by this quarterly report on Form 10-Q/A,
we carried out an evaluation, under the supervision and with the participation
of our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures.

In making this evaluation, our Chief Executive Officer and Chief Financial
Officer considered matters relating to our restatement of previously issued
financial statements, including the processes that were undertaken to ensure
that all material adjustments necessary to correct the previously issued
financial statements were recorded. The restatement reflects the adoption of a
corrected method by which we calculate the quarterly royalty fees due to CBS as
a result of licensing of CBS news content and trademarks. In light of, among
other things, the facts and circumstances relating to the restatement, our Chief
Executive Officer and Chief Financial Officer concluded that the restatement was
not reflective of any material weakness (as defined under standards established
by the Public Company Accounting Oversight Board) in our disclosure
controls.

Based on this evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures are effective in
timely alerting them to material information required to be included in this
quarterly report on Form 10-Q/A.

There has been no change in our internal controls over financial reporting
that occurred during our most recent fiscal quarter that has materially affected
or is reasonably likely to materially affect our internal controls over
financial reporting.

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On and after April 17, 2001, five shareholder class action lawsuits were
filed against us, certain of our current and former officers and directors (the
"Individual Defendants"), and a number of investment banks, including some of
the underwriters of our initial public offering. The lawsuits were filed in the
Southern District of New York. Four of the lawsuits purport to be class actions
filed on behalf of purchasers of our stock during the period January 15, 1999
through April 16, 2001, and the fifth lists the period January 14, 1999 through
April 21, 2001. The complaints have been consolidated into a single action and a
Consolidated Amended Complaint, which is now the operative complaint, was filed
on April 19, 2002.

Plaintiffs allege that the underwriter defendants agreed to allocate stock in
the initial public offering to certain investors in exchange for excessive and
undisclosed commissions and agreements by those investors to make additional
purchases of stock in the aftermarket at pre-determined prices. Plaintiffs
allege that the prospectus for our initial public offering was false and
misleading in violation of the securities laws because it did not disclose these
arrangements. We and our current and former officers and directors vigorously
deny all allegations of wrongdoing and intend to vigorously defend the actions.
The action seeks damages in an unspecified amount.

The action against us is being coordinated with approximately three hundred
other nearly identical actions filed against other companies. On July 15, 2002,
we moved to dismiss all claims against us and the Individual Defendants. On
October 9, 2002, the Court dismissed the Individual Defendants from the case
without prejudice based upon Stipulations of Dismissal filed by the plaintiffs
and the Individual Defendants. On February 19, 2003, the Court denied the motion
to dismiss the complaint against us. There currently are settlement discussions
among the plaintiffs, the company defendants and their insurance carriers that
do not contemplate the payment of any Company funds but which involve the
assignment of claims to the plaintiffs. We cannot predict as to whether or when
a settlement might occur.

Due to the inherent uncertainties of litigation, we cannot accurately predict
the ultimate outcome of the litigation, including whether the settlement
discussions described above will be successful. Any unfavorable outcome of this
litigation could have an adverse impact on our business, financial condition,
and results of operations.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

No reports on Form 8-K were filed during the quarter ended March 31, 2003.

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MarketWatch, Inc.

SIGNATURES

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

| |                  
| | -----------------
| | MarketWatch, Inc.
| | (Registrant)     

Dated: September 3, 2004

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

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INDEX TO EXHIBITS

|Exhibit Number | Exhibit Title                                                                                          
|-------------- | -------------------------------------------------------------------------------------------------------
|31.1           | Certification of the Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 
|31.2           | Certification of the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1           | Certification of the Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2           | Certification of the Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

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