UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30, 2008o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    000-51644
  Vocus, Inc.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

58-1806705(I.R.S. Employer
    Identification No.)   4296
    Forbes Boulevard
    Lanham, Maryland 20706(301) 459-2590 (Address
    including zip code, and telephone number,
    including area code, of principal executive
    offices)
  Not applicable (Former name, former address
    and former fiscal year, if changed since last report)
    þ o
  12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2
 o þ




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##### 



TABLE OF
    CONTENTS
  PagePART I  FINANCIAL INFORMATIONItem 1.


Consolidated Financial Statements


3Consolidated Balance Sheets as of December 31, 2007 and
    June 30, 2008


3Consolidated Statements of Operations for the three and six
    months ended June 30, 2007 and 2008


4Consolidated Statements of Cash Flows for the six months ended
    June 30, 2007 and 2008


5Notes to Consolidated Financial Statements


6Item 2.


Managements Discussion and Analysis of Financial Condition
    and Results of Operations


12Item 3.


Quantitative and Qualitative Disclosures about Market Risk


19Item 4.


Controls and Procedures


19PART II  OTHER INFORMATIONItem 1.


Legal Proceedings


19Item 1A.


Risk Factors


19Item 2.


Unregistered Sales of Equity Securities and Use of Proceeds


31Item 4.


Submission of Matters to a Vote of Security Holders


31Item 6.


Exhibits


32SIGNATURES


33  2




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##### 



PART I  Item 1.
    Consolidated
    Financial Statements  Vocus,
    Inc. and Subsidiaries
  Consolidated
    Balance Sheets
  December 31,


June 30,2007


2008(Unaudited)(Dollars in thousands, except per share data)Current assets:Cash and cash equivalents

$
56,541


$
58,120Short-term investments


10,939



23,238Accounts receivable, net of allowance for doubtful accounts of
    $251 and $241 at December 31, 2007 and June 30, 2008,
    respectively


14,354



10,559Current portion of deferred income taxes






596Prepaid expenses and other current assets


1,957



2,333Total current assets


83,791



94,846Property, equipment and software, net


4,236



5,200Intangible assets:Customer relationships, net


2,599



1,863Trade name, net


3,154



2,871Agreements not-to-compete, net


2,804



2,413Purchased technology, net


71



11Intangible assets, net


8,628



7,158Goodwill


17,090



17,090Deferred income taxes, net of current portion






3,839Other assets


498



676Total assets

$
114,243


$
128,809Current liabilities:Accounts payable

$
1,043


$
618Accrued compensation


3,057



3,040Accrued expenses


3,112



2,568Current portion of notes payable and capital lease obligations


233



236Current portion of deferred revenue


34,333



36,400Total current liabilities


41,778



42,862Notes payable and capital lease obligations, net of current
    portion


102



186Deferred income taxes


639



Other liabilities


89



81Deferred revenue, net of current portion


631



1,106Total liabilities


43,239



44,235Commitments and contingenciesStockholders equity:Preferred stock, $0.01 par value, 10,000,000 shares
    authorized; no shares issued and outstanding at
    December 31, 2007 and June 30, 2008






Common stock, $0.01 par value, 90,000,000 shares
    authorized; 18,656,415 and 19,634,951 shares issued at
    December 31, 2007 and June 30, 2008, respectively;
    17,645,638 and 18,624,174 shares outstanding at
    December 31, 2007 and June 30, 2008, respectively


186



196Additional paid-in capital


109,553



117,854Treasury stock, 1,010,777 shares at cost


(3,283
)


(3,283
)Accumulated other comprehensive loss


(60
)


(62
)Accumulated deficit


(35,392
)


(30,131
)Total stockholders equity


71,004



84,574Total liabilities and stockholders equity

$
114,243


$
128,809    3




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##### 



Vocus,
    Inc. and Subsidiaries
  Consolidated
    Statements of Operations
  Three Months Ended June 30,


Six Months Ended June 30,2007


2008


2007


2008(Unaudited)(Dollars in thousands, except per share data)Revenues

$
14,080


$
19,085


$
26,677


$
36,952Cost of revenues, including amortization expense of $30 for the
    three months ended June 30, 2007 and 2008, and $60 for the
    six months ended June 30, 2007 and 2008


2,805



3,627



5,285



7,059Gross profit


11,275



15,458



21,392



29,893Operating expenses:Sales and marketing


6,616



8,483



12,227



16,659Research and development


976



1,360



1,721



2,573General and administrative


3,666



5,356



7,074



9,994Amortization of intangible assets


723



705



1,446



1,410Total operating expenses


11,981



15,904



22,468



30,636Loss from operations


(706
)


(446
)


(1,076
)


(743
)Other income (expense):Interest and other income


717



510



1,104



1,105Interest expense


(14
)


(9
)


(29
)


(14
)Total other income


703



501



1,075



1,091Income (loss) before benefit from income taxes


(3
)


55



(1
)


348Benefit from income taxes






(5,609
)






(4,913
)Net income (loss)

$
(3
)

$
5,664


$
(1
)

$
5,261Net income (loss) per share:Basic

$
(0.00
)

$
0.32


$
(0.00
)

$
0.30Diluted

$
(0.00
)

$
0.30


$
(0.00
)

$
0.28Weighted average shares outstanding used in computing per share
    amounts:Basic


17,364,691



17,868,247



16,694,309



17,775,375Diluted


17,364,691



18,957,313



16,694,309



18,788,388    4




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##### 



Vocus,
    Inc. and Subsidiaries
  Consolidated
    Statements of Cash Flows
  Six Months Ended June 30,2007


2008(Unaudited)(Dollars in thousands)Cash flows from operating activities:Net income (loss)

$
(1
)

$
5,261Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization of property, equipment and software


710



883Amortization of intangible assets


1,506



1,470Gain on sale of property and equipment


(28
)


Stock-based compensation


2,699



5,158Provision for doubtful accounts


43



156Deferred income taxes






(5,094
)Changes in operating assets and liabilities:Accounts receivable


1,419



3,637Prepaid expenses and other current assets


(573
)


(376
)Other assets


(55
)


(175
)Accounts payable


(485
)


(427
)Accrued compensation


238



(19
)Accrued expenses


(521
)


(546
)Deferred revenue


1,551



2,540Other liabilities


10



(7
)Net cash provided by operating activities


6,513



12,461Cash flows from investing activities:Purchases of short-term investments


(2,420
)


(34,939
)Maturities of short-term investments


4,121



22,671Software development costs


(341
)


Purchases of property and equipment


(558
)


(1,489
)Proceeds from sale of property and equipment


28



Net cash provided by (used in) investing activities


830



(13,757
)Cash flows from financing activities:Proceeds from public offering, net of costs


21,666



Proceeds from exercise of stock options and warrants


573



3,152Payments on notes payable and capital lease obligations


(241
)


(267
)Net cash provided by financing activities


21,998



2,885Effect of exchange rate changes on cash and cash equivalents


3



(10
)Net increase in cash and cash equivalents


29,344



1,579Cash and cash equivalents, beginning of period


26,506



56,541Cash and cash equivalents, end of period

$
55,850


$
58,120    5




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes
    to Consolidated Financial Statements
  1.
    Business
    Description  Basis
    of Presentation
    2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
  Form 10-Q Regulation S-X. 10-K
  Principles
    of Consolidation
    Use of
    Estimates
    Short-term
    Investments
     6




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Revenue
    Recognition
      No. 00-21, Revenue Arrangements with Multiple Deliverables (EITF 00-21),
    Sales
    Commissions
    Income
    Taxes
   7




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Earnings
    Per Share
    Three Months Ended


Six Months EndedJune 30,


June 30,2007


2008


2007


2008Net income (loss)

$
(3
)

$
5,664


$
(1
)

$
5,261Weighted average shares outstanding, basic


17,364,691



17,868,247



16,694,309



17,775,375Dilutive effect of:Options to purchase common stock






1,071,784







1,013,013Unvested shares of restricted stock






17,282







Weighted average shares outstanding, diluted


17,364,691



18,957,313



16,694,309



18,788,388Net income (loss) per share:Basic

$
(0.00
)

$
0.32


$
(0.00
)

$
0.30Diluted

$
(0.00
)

$
0.30


$
(0.00
)

$
0.28     Segment
    Data
    3.
    Financial
    Instruments  Fair Value Measurements No. 157-1, Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements that Address
    Fair Value Measurements for Purposes of Lease Classification or
    Measurement under Statement 13 No. 157-1), Effective Date of FASB Statement No. 157 No. 157-2) No. 157-2,
   8




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Level 1



Inputs are quoted prices in active markets for identical assets
    or liabilities.Level 2



Inputs are quoted prices for similar assets or liabilities in
    active markets, quoted prices for identical or similar assets or
    liabilities in markets that are not active, inputs other than
    quoted prices that are observable and market-corroborated inputs
    which are derived principally from or corroborated by observable
    market data.Level 3



Inputs are derived from valuation techniques in which one or
    more significant inputs or value drivers are unobservable.     Total


Level 1


Level 2


Level 3Cash equivalents(1)

$
41,292


$
41,292


$



$
Short-term investments(2)


23,238



23,238







Total

$
64,530


$
64,530







     (1)
    
    Cash equivalents consist of money market funds and debt
    securities with original maturity dates of less than three
    months for which the fair value is determined through quoted
    market prices.(2)
    
    Short-term investments consist of available-for-sale debt
    securities, with original maturity dates of three months or
    greater for which the fair value is determined through quoted
    market prices.  The Fair Value Option for
    Financial Assets and Financial Liabilities
  4.
    Stock-Based
    Compensation  Share-Based Payment
  Share-Based Payment
  Three Months Ended


Six Months EndedJune 30,


June 30,2007


2008


2007


2008Cost of revenues

$
172


$
295


$
287


$
560Sales and marketing


377



683



703



1,352Research and development


153



184



263



365General and administration


737



1,517



1,324



2,839Total

$
1,439


$
2,679


$
2,577


$
5,116  9




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Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Stock
    Option Awards
      Three Months Ended


Six Months EndedJune 30,


June 30,2007


2008


2007


2008Stock price volatility


53
%






52
%


54
%Expected term (years)


6.3







6.2



6.0Risk-free interest rate


4.6
%






4.8
%


3.1
%Dividend yield


0
%






0
%


0
%     Weighted-





AggregateAverage


Weighted-


IntrinsicExercise


Average


Value as ofNumber of


Price per


Contractual


June 30,Options


Share


Term


2008(In thousands)Balance outstanding at December 31, 2007


3,351,363


$
13.03Granted


75,540



29.42Exercised


(296,109
)


10.65Forfeited or cancelled


(148,668
)


17.66Balance outstanding at June 30, 2008


2,982,126


$
13.45



7.8


$
55,868Options vested and expected to vest at June 30, 2008


2,826,676


$
13.34



7.8


$
53,220Exercisable at June 30, 2008


1,064,165


$
10.54



7.2


$
23,023        10




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Restricted
    Stock Awards
      Number of SharesUnderlyingStock AwardsBalance unvested at December 31, 2007


Awarded


682,218Vested


(9,873
)Balance unvested at June 30, 2008


672,345       5.
    Debt    6.
    Income
    Taxes        7.
    Commitments
    and Contingencies   11




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Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis of our financial
    condition and results of operations should be read in
    conjunction with our consolidated financial statements and
    related notes that appear elsewhere in this report and in our
    annual report on Form
    10-K for the
    year ended December 31, 2007.
  This report includes forward-looking statements that are made
    pursuant to the safe harbor provisions of the Private Securities
    Litigation Reform Act of 1995. These forward-looking statements
    can be identified by the use of words such as
    anticipate, believe,
    estimate, may, intend,
    expect, will, should,
    seeks or other similar expressions. Forward-looking
    statements reflect our plans, expectations and beliefs, and
    involve inherent risks and uncertainties, many of which are
    beyond our control. You should not place undue reliance on any
    forward-looking statement, which speaks only as of the date
    made. Our actual results could differ materially from those
    discussed in the forward-looking statements. Factors that could
    cause or contribute to these differences include those discussed
    below and elsewhere in this report, particularly in Risk
    Factors in Item 1A of Part II.
  Overview
          Sources
    of Revenues
   12




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Cost of
    Revenues and Operating Expenses
  Cost of Revenues.
    Sales and Marketing.
    Research and Development.
  General and Administrative.
  Amortization of Intangible Assets.
 13




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Critical
    Accounting Policies
    Form 10-K
  Revenue Recognition. Revenue Recognition in Financial Statements Revenue
    Recognition.
    No. 00-21, Revenue Arrangements with Multiple Deliverables (EITF 00-21),
    Sales Commissions.
  Stock-Based Compensation. Share-Based
    Payment
   14




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Income Taxes.
  Results
    of Operations
    Three Months


Six MonthsEnded June 30,


Ended June 30,2007


2008


2007


2008Revenues


100
%


100
%


100
%


100
%Cost of revenues


20



19



20



19Gross profit


80



81



80



81Operating expenses:Sales and marketing


47



44



46



45Research and development


7



7



6



7General and administrative


26



28



27



27Amortization of intangible assets


5



4



5



4Total operating expenses


85



83



84



83Loss from operations


(5
)


(2
)


(4
)


(2
)Other income (expense), net


5



3



4



3Income (loss) before benefit from income taxes






1







1Benefit from income taxes






(29
)






(13
)Net income (loss)


0
%


30
%


0
%


14
%  15




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Three Months Ended


Six Months EndedJune 30,


June 30,2007


2008


2007


2008Total deferred revenue (in thousands at end of period)

$
28,228


$
37,506


$
28,228


$
37,506Net cash provided by operating activities (in thousands)

$
2,744


$
6,517


$
6,513


$
12,461Active customers


2,004



2,911



2,004



2,911   Three
    Months Ended June 30, 2008 and 2007
  Revenues.
  Cost of Revenues.
  Sales and Marketing Expenses.
  Research and Development Expenses.
  General and Administrative Expenses.
 16




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Other Income (Expense).
  Benefit from Income Taxes.
    Six
    Months Ended June 30, 2008 and 2007
  Revenues.
  Cost of Revenues.
  Sales and Marketing Expenses.
  Research and Development Expenses.
 17




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General and Administrative Expenses.
  Amortization of Intangible
    Assets.
  Other Income (Expense).
  Benefit from Income Taxes.
    Liquidity
    and Capital Resources
           18




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Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Form 10-K
  Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e) Form 10-Q Form 10-Q.
    Changes
    in Internal Controls
   PART II  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors   19




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##### 



Risks
    Related to Our Business and Industry
  The
    markets for our on-demand software and solutions are emerging,
    which makes it difficult to evaluate our business and future
    prospects and may increase the risk of your
    investment.
    
    generating sufficient revenue to maintain profitability;
    managing growth in our operations;
    managing the risks associated with developing new services and
    modules;
    attracting and retaining customers; and
    attracting and retaining key personnel.    If our
    on-demand solutions are not widely accepted, our business will
    be harmed.
    A
    majority of our on-demand solutions are sold pursuant to
    subscription agreements, and if our existing subscription
    customers elect either not to renew these agreements or renew
    these agreements for fewer modules or users, our business,
    financial condition and results of operations will be adversely
    affected.
   20




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##### 



Because
    we recognize subscription revenue over the term of the
    applicable subscription agreement, the lack of subscription
    renewals or new subscription agreements may not be immediately
    reflected in our operating results.
    Our
    business model continues to evolve, which may cause our results
    of operations to fluctuate or decline.
    We
    depend on search engines to attract new customers, and if those
    search engines change their listings or our relationship with
    them deteriorates or terminates, we may be unable to attract new
    customers and our business may be harmed.
    We
    might not generate increased business from our current
    customers, which could limit our revenue in the
    future.
   21




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##### 



Failure
    to effectively develop and expand our sales and marketing
    capabilities could harm our ability to increase our customer
    base and achieve broader market acceptance of our
    solutions.
    If we
    fail to develop our brands, our business may
    suffer.
      If our
    information database does not maintain market acceptance, our
    business, financial condition and results of operations could be
    adversely affected.
    We
    depend on search engines for the placement of our
    customers online news distribution, and if those search
    engines change their listings or our relationship with them
    deteriorates or terminates, our reputation will be harmed and we
    may lose customers or be unable to attract new
    customers.
    We
    have incurred operating losses in the past and may incur
    operating losses in the future.
   22




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##### 



Our
    quarterly results of operations may fluctuate in the future. As
    a result, we may fail to meet or exceed the expectations of
    investors or securities analysts which could cause our stock
    price to decline.
    
    our ability to retain and increase sales to existing customers
    and attract new customers;
    changes in the volume and mix of subscriptions sold and press
    releases distributed in a particular quarter;
    seasonality of our business cycle, given that our subscription
    volumes are normally lowest in the first quarter and highest in
    the fourth quarter;
    our policy of expensing sales commissions at the time our
    customers are invoiced for a subscription agreement, while the
    majority of our revenue is recognized ratably over future
    periods;
    the timing and success of new product introductions or upgrades
    by us or our competitors;
    changes in our pricing policies or those of our competitors;
    the amount and timing of expenditures related to expanding our
    operations;
    changes in accounting policies or the timing of non-recurring
    charges;
    changes in the payment terms for our products and
    services; and
    the purchasing and budgeting cycles of our customers.      We
    face competition, and our failure to compete successfully could
    make it difficult for us to add and retain customers and could
    reduce or impede the growth of our business.
    
    PR solution providers offering products specifically designed
    for PR;
    generic desktop software and other commercially available
    software not specifically designed for PR;
    outsourced PR service providers; and
    custom-developed solutions. 23




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##### 



If we
    fail to respond to evolving industry standards, our on-demand
    solutions may become obsolete or less competitive.
    If
    there are interruptions or delays in providing our on-demand
    solutions due to third-party error, our own error or the
    occurrence of unforeseeable events, delivery of our solutions
    could become impaired, which could harm our relationships with
    customers and subject us to liability.
       24




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##### 



The
    market for our solutions among large customers may be limited if
    they require customized features or functions that we do not
    currently intend to provide in our solutions or that would be
    difficult for individual customers to customize within our
    solutions.
    Acquisitions
    could prove difficult to integrate, disrupt our business, dilute
    stockholder value and consume resources that are necessary to
    sustain our business.
    
    issue additional equity securities that would dilute the
    ownership of our stockholders;
    use cash that we may need in the future to operate our business;
    incur or assume debt on terms unfavorable to us or that we are
    unable to repay;
    incur large charges or substantial liabilities;
    encounter difficulties retaining key employees of an acquired
    company or integrating diverse business cultures; and
    become subject to adverse tax consequences, substantial
    depreciation or deferred compensation charges.    We may
    be liable to our customers and may lose customers if we provide
    poor service, if our solutions do not comply with our agreements
    or if there is a loss of data.
   25




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##### 



If our
    solutions fail to perform properly or if they contain technical
    defects, our reputation will be harmed, our market share would
    decline and we could be subject to product liability
    claims.
      Changes
    in laws and/or regulations related to the Internet or changes in
    the Internet infrastructure itself may cause our business to
    suffer.
      If we
    are unable to protect our proprietary technology and other
    intellectual property rights, it will reduce our ability to
    compete for business.
   26




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##### 



If a
    third-party asserts that we are infringing its intellectual
    property, whether successful or not, it could subject us to
    costly and time-consuming litigation or expensive licenses, and
    our business may be harmed.
    
    divert managements attention;
    result in costly and time-consuming litigation;
    require us to enter into royalty or licensing agreements, which
    may not be available on acceptable terms, or at all; or
    require us to redesign our solutions to avoid infringement.    Our
    growth could strain our personnel and infrastructure resources,
    and if we are unable to implement appropriate controls and
    procedures to manage our growth, we may not be able to
    successfully implement our business plan.
     27




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##### 



We are
    dependent on our executive officers and other key personnel, and
    the loss of any of them may prevent us from implementing our
    business plan in a timely manner if at all.
    We may
    not be able to attract and retain the highly skilled employees
    we need to support our planned growth.
    Because
    we conduct operations in foreign jurisdictions, which accounted
    for approximately 9% of our 2007 revenues, and because our
    business strategy includes expanding our international
    operations, our business is susceptible to risks associated with
    international operations.
    
    fluctuations in currency exchange rates;
    unexpected changes in foreign regulatory requirements;
    difficulties in managing and staffing international operations;
    potentially adverse tax consequences, including the complexities
    of foreign value added tax systems and restrictions on the
    repatriation of earnings; and
    the burdens of complying with a wide variety of foreign laws and
    different legal standards.    We
    might require additional capital to support business growth, and
    this capital might not be available.
   28




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##### 



Our
    reported financial results may be adversely affected by changes
    in accounting principles generally accepted in the United
    States.
    Compliance
    with new regulations governing public company corporate
    governance and reporting is uncertain and
    expensive.
    Risks
    Related to our Common Stock and the Securities Markets
  If
    securities analysts do not publish research or reports about our
    business or if they downgrade our stock, the price of our stock
    could decline.
    Volatility
    of our stock price could adversely affect
    stockholders.
    
    quarterly variations in our operating results;
    seasonality of our business cycle;
    interest rate changes;
    changes in the markets expectations about our operating
    results; 29




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
    our operating results failing to meet the expectation of
    securities analysts or investors in a particular period;
    changes in financial estimates and recommendations by securities
    analysts concerning our company or the on-demand software
    industry in general;
    operating and stock price performance of other companies that
    investors deem comparable to us;
    news reports relating to trends in our markets;
    changes in laws and regulations affecting our business;
    material announcements by us or our competitors;
    sales of substantial amounts of common stock by our directors,
    executive officers or significant stockholders or the perception
    that such sales could occur; and
    general economic and political conditions such as recessions and
    acts of war or terrorism.  Provisions
    in our amended and restated certificate of incorporation and
    bylaws or Delaware law might discourage, delay or prevent a
    change of control of our company or changes in our management
    and, therefore, depress the trading price of our
    stock.
    
    establish a classified board of directors so that not all
    members of our board of directors are elected at one time;
    provide that directors may only be removed for cause
    and only with the approval of 662/3 percent of our
    stockholders;
    require super-majority voting to amend our bylaws or specified
    provisions in our amended and restated certificate of
    incorporation;
    authorize the issuance of blank check preferred
    stock that our board of directors could issue to increase the
    number of outstanding shares and to discourage a takeover
    attempt;
    limit the ability of our stockholders to call special meetings
    of stockholders;
    prohibit stockholder action by written consent, which requires
    all stockholder actions to be taken at a meeting of our
    stockholders;
    provide that the board of directors is expressly authorized to
    adopt, amend, or repeal our bylaws; and
    establish advance notice requirements for nominations for
    election to our board of directors or for proposing matters that
    can be acted upon by stockholders at stockholder meetings.    Future
    sales, or the availability for sale, of our common stock may
    cause our stock price to decline.
  Rule 10b5-1
 30




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##### 



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Sale of
    Unregistered Securities
    Use of
    Proceeds
  Form S-1 (No. 333-125834),
        Item 4.
    Submission
    of Matters to a Vote of Security Holders    Proposal One:
        Proposal Two:
   31




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Item 6.
    Exhibits  ExhibitNumber

Exhibit3
.1

Fifth Amended and Restated Certificate of Incorporation.(1)3
.2

Amended and Restated Bylaws.(1)31
.1*

Certification of Chairman and Chief Executive Officer pursuant
    to
    Rule 13a-14(a)
    and
    Rule 15d-14(a),
    promulgated under the Securities Exchange Act of 1934, as
    amended.31
.2*

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a),
    promulgated under the Securities Act of 1934, as amended.32
.1*

Certification of Chairman and Chief Executive Officer and Chief
    Financial Officer pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.      *
    
    Filed herewith(1)
    
    Incorporated by reference to an exhibit to the Registration
    Statement on
    Form S-8
    of Vocus, Inc. (Registration
    No. 333-132206)
    filed with the Securities and Exchange Commission on
    March 3, 2006.  32




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##### 



SIGNATURES      By:
    /s/  Richard
    Rudman      By:
    /s/  Stephen
    Vintz       33




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##### 



INDEX TO
    EXHIBITS
  ExhibitNumber

Exhibit3
.1

Fifth Amended and Restated Certificate of Incorporation.(1)3
.2

Amended and Restated Bylaws.(1)31
.1*

Certification of Chairman and Chief Executive Officer pursuant
    to
    Rule 13a-14(a)
    and
    Rule 15d-14(a),
    promulgated under the Securities Exchange Act of 1934, as
    amended.31
.2*

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a),
    promulgated under the Securities Act of 1934, as amended.32
.1*

Certification of Chairman and Chief Executive Officer and Chief
    Financial Officer pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.     *
    
    Filed herewith(1)
    
    Incorporated by reference to an exhibit to the Registration
    Statement on
    Form S-8
    of Vocus, Inc. (Registration
    No. 333-132206)
    filed with the Securities and Exchange Commission on
    March 3, 2006.