UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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,
    2009o

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

58-1806705(State or other jurisdiction
    of
    incorporation or organization)

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




---



##### 





TABLE OF
    CONTENTS
   
 PagePART I  FINANCIAL
    INFORMATIONItem 1.


Consolidated Financial Statements


3Consolidated Balance Sheets as of
    December 31, 2008 and June 30, 2009


3Consolidated Statements of Operations for the
    three and six months ended June 30, 2008 and 2009


4Consolidated Statements of Cash Flows for the six
    months ended June 30, 2008 and 2009


5Notes to Consolidated Financial Statements


6Item 2.


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


15Item 3.


Quantitative and Qualitative Disclosures about
    Market Risk


23Item 4.


Controls and Procedures


23PART II  OTHER
    INFORMATIONItem 1.


Legal Proceedings


23Item 1A.


Risk Factors


23Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


35Item 4.


Submission of Matters to a Vote of Security
    Holders


36Item 6.


Exhibits


37SIGNATURES


38EX-31.1EX-31.2EX-32.1   2




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##### 



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


June 30,2008


2009(Unaudited)(Dollars in thousands, except per share data)Current assets:Cash and cash equivalents

$
65,429


$
78,856Short-term investments


21,758



12,024Accounts receivable, net of allowance for doubtful accounts of
    $294 at December 31, 2008 and June 30, 2009


14,739



9,544Current portion of deferred income taxes


394



394Prepaid expenses and other current assets


3,340



2,450Total current assets


105,660



103,268Long-term investments






5,639Property, equipment and software, net


4,615



4,699Intangible assets, net


5,906



4,926Goodwill


17,090



17,090Deferred income taxes, net of current portion


6,097



6,414Other assets


611



675Total assets

$
139,979


$
142,711Current liabilities:Accounts payable

$
497


$
1,328Accrued compensation


2,297



1,835Accrued expenses


2,479



3,423Current portion of notes payable and capital lease obligations


185



194Current portion of deferred revenue


41,775



38,992Total current liabilities


47,233



45,772Notes payable and capital lease obligations, net of current
    portion


188



82Other liabilities


71



50Deferred revenue, net of current portion


1,079



778Total liabilities


48,571



46,682Commitments and contingenciesStockholders equity:Preferred stock, $0.01 par value, 10,000,000 shares
    authorized; no shares issued and outstanding at
    December 31, 2008 and June 30, 2009






Common stock, $0.01 par value, 90,000,000 shares
    authorized; 19,380,866 and 19,765,473 shares issued at
    December 31, 2008 and June 30, 2009, respectively;
    17,965,129 and 18,084,953 shares outstanding at
    December 31, 2008 and June 30, 2009, respectively


194



198Additional paid-in capital


129,897



139,767Treasury stock, 1,415,737 and 1,680,520 shares at
    December 31, 2008 and June 30, 2009, respectively at
    cost


(10,783
)


(14,904
)Accumulated other comprehensive income


564



253Accumulated deficit


(28,464
)


(29,285
)Total stockholders equity


91,408



96,029Total liabilities and stockholders equity

$
139,979


$
142,711    3




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##### 



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


Six Months Ended June 30,2008


2009


2008


2009(Unaudited)(Dollars in thousands, except per share data)Revenues

$
19,085


$
21,079


$
36,952


$
41,490Cost of revenues, including amortization expense of $30 and $60
    for the three and six months ended June 30, 2008,
    respectively


3,627



3,847



7,059



7,754Gross profit


15,458



17,232



29,893



33,736Operating expenses:Sales and marketing


8,483



10,190



16,659



19,706Research and development


1,360



1,138



2,573



2,295General and administrative


5,356



5,186



9,994



10,231Amortization of intangible assets


705



490



1,410



980Total operating expenses


15,904



17,004



30,636



33,212Income (loss) from operations


(446
)


228



(743
)


524Other income (expense):Interest and other income


510



105



1,105



330Interest expense


(9
)


(7
)


(14
)


(13
)Total other income


501



98



1,091



317Income before provision (benefit) for income taxes


55



326



348



841Provision (benefit) for income taxes


(5,609
)


669



(4,913
)


1,662Net income (loss)

$
5,664


$
(343
)

$
5,261


$
(821
)Net income (loss) per share:Basic

$
0.32


$
(0.02
)

$
0.30


$
(0.05
)Diluted

$
0.30


$
(0.02
)

$
0.28


$
(0.05
)Weighted average shares outstanding used in computing per share
    amounts:Basic


17,868,247



18,051,243



17,775,375



18,038,888Diluted


18,957,313



18,051,243



18,788,388



18,038,888    4




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##### 



Vocus,
    Inc. and Subsidiaries
  Consolidated
    Statements of Cash Flows
  Six Months Ended June 30,2008


2009(Unaudited)(Dollars in thousands)Cash flows from operating activities:Net income (loss)

$
5,261


$
(821
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization of property, equipment and software


883



839Amortization of intangible assets


1,470



980Loss on disposal of assets






3Stock-based compensation


5,158



6,237Provision for doubtful accounts


156



233Deferred income taxes


(5,094
)


(300
)Tax benefit from stock awards






(2,508
)Changes in operating assets and liabilities:Accounts receivable


3,637



5,125Prepaid expenses and other current assets


(376
)


931Other assets


(175
)


(69
)Accounts payable


(427
)


798Accrued compensation


(19
)


(483
)Accrued expenses


(546
)


2,768Deferred revenue


2,540



(3,456
)Other liabilities


(7
)


(21
)Net cash provided by operating activities


12,461



10,256Cash flows from investing activities:Purchases of
    available-for-sale
    securities


(34,939
)


(20,027
)Maturities of
    available-for-sale
    securities


22,671



24,075Purchases of property, equipment and software


(1,489
)


(726
)Software development costs






(91
)Net cash provided by (used in) investing activities


(13,757
)


3,231Cash flows from financing activities:Repurchases of common stock






(4,121
)Proceeds from the exercise of stock options


3,152



1,773Tax benefit from stock awards






2,508Payments on notes payable and capital lease obligations


(267
)


(179
)Net cash provided by (used in) financing activities


2,885



(19
)Effect of exchange rate changes on cash and cash equivalents


(10
)


(41
)Net increase in cash and cash equivalents


1,579



13,427Cash and cash equivalents, beginning of period


56,541



65,429Cash and cash equivalents, end of period

$
58,120


$
78,856    5




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##### 



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




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Fair
    Value Measurements
  available-for-sale Fair Value Measurement
  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.  Revenue
    Recognition
    No. 00-21, Revenue Arrangements with Multiple Deliverables
    Sales
    Commissions
   7




---



##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Income
    Taxes
      Accounting for Uncertainty in Income
    Taxes  An Interpretation of FASB Statement No. 109
    Comprehensive
    Income (Loss)
  available-for-sale
  Segment
    Data
    Earnings
    Per Share
   8




---



##### 



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


Six Months EndedJune 30,


June 30,2008


2009


2008


2009Net income (loss)

$
5,664


$
(343
)

$
5,261


$
(821
)Weighted average shares outstanding, basic


17,868,247



18,051,243



17,775,375



18,038,888Dilutive effect of:Options to purchase common stock


1,071,784







1,013,013



Nonvested shares of restricted stock


17,282











Weighted average shares outstanding, diluted


18,957,313



18,051,243



18,788,388



18,038,888Net income (loss) per share:Basic

$
0.32


$
(0.02
)

$
0.30


$
(0.05
)Diluted

$
0.30


$
(0.02
)

$
0.28


$
(0.05
)   anti-dilutive.
  Recently
    Adopted Accounting Pronouncements
  107-1 No. 28-1, Disclosures about Fair Value of Financial Instruments, No. 107-1 28-1
  No. 157-4, Determining Fair Value When the Volume and Level of Asset or
    Liability Have Significantly Decreased and Identifying
    Transactions That Are Not Orderly, No. 157-4
  No. 115-2 124-2, Recognition and Presentation of
    Other-Than-Temporary
    Impairments, other-than-temporary No. 115-2 SFAS No. 124-2
  Subsequent Events
 9




---



##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    New
    Accounting Pronouncements
  The
    FASB Accounting Standards Codification and the Hierarchy of
    Generally Accepted Accounting Principles, non-authoritative.
  3.
    Cash
    Equivalents and Investments    Unrealized


FairCost


Gains


Losses


ValueCash equivalents:Money market funds

$
7,105


$



$



$
7,105Commercial paper and other


34,124











34,124Certificates of deposit


6,950











6,950Short-term investments:Government-sponsored agency debt securities


3,539



11







3,550Certificates of deposit


1,000



1







1,001Corporate notes and bonds


3,550



1







3,551Commercial paper and other


3,922











3,922Long-term investments:Government-sponsored agency debt securities


4,735



1







4,736Corporate notes and bonds


900



3







903Total

$
65,825


$
17


$



$
65,842  10




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##### 



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


FairCost


Gains


Losses


ValueCash equivalents:Money market funds

$
4,056


$



$



$
4,056Commercial paper and other


33,345











33,345Government-sponsored agency debt securities


1,504











1,504Certificates of deposit


4,798











4,798Short-term investments:Government-sponsored agency debt securities


17,944



76



(10
)


18,010Certificates of deposit


2,299



1



(1
)


2,299Corporate notes and bonds


1,450







(1
)


1,449Total

$
65,396


$
77


$
(12
)

$
65,461   Short-term
  4.
    Fair
    Value Measurements    Total


Level 1


Level 2


Level 3Cash equivalents

$
48,179


$
14,055


$
34,124


$
Short-term investments


12,024



8,102



3,922



Long-term investments


5,639



5,639







Total

$
65,842


$
27,796


$
38,046


$
     5.
    Stockholders
    Equity  Common
    Stock Repurchases
    6.
    Stock-Based
    Compensation  Share-Based Payment
 11




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##### 



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


Six Months EndedJune 30,


June 30,2008


2009


2008


2009Cost of revenues

$
295


$
398


$
560


$
743Sales and marketing


683



992



1,352



1,849Research and development


184



256



365



471General and administration


1,539



1,705



2,881



3,174Total

$
2,701


$
3,351


$
5,158


$
6,237   Stock
    Option Awards
      Three Months Ended


Six Months EndedJune 30,


June 30,2008


2009


2008


2009Stock price volatility






62
%


54
%


61
%Expected term (years)






6.3



6.0



6.1Risk-free interest rate






2.5
%


3.1
%


2.4
%Dividend yield






0
%


0
%


0
%  12




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Weighted-





AggregateAverage


Weighted-


IntrinsicExercise


Average


Value as ofNumber of


Price per


Contractual


June 30,Options


Share


Term


2009(In thousands)Balance outstanding at December 31, 2008


2,567,074


$
14.05Granted


42,689



17.40Exercised


(190,682
)


9.30Forfeited or cancelled


(210,126
)


17.63Balance outstanding at June 30, 2009


2,208,955


$
14.19



7.0


$
13,177Options vested and expected to vest at June 30, 2009


2,106,826


$
14.04



7.0


$
12,848Exercisable at June 30, 2009


1,224,033


$
12.52



6.7


$
9,172       Restricted
    Stock Awards
      Number of SharesUnderlyingStock AwardsBalance nonvested at December 31, 2008


676,450Awarded


817,433Vested


(193,925
)Forfeited


(82,875
)Balance nonvested at June 30, 2009


1,217,083    13




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      7.
    Commitments
    and Contingencies    8.
    Subsequent
    Events  Form 10-Q
 14




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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, 2008.
  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
    not-for-profit
      Sources
    of Revenues
   15




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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. not-to-complete
 16




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##### 



Critical
    Accounting Policies
    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
 17




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##### 



Business Combinations. not-to-compete
  Goodwill and Long-Lived Assets.
      Income Taxes.
     18




---



##### 



Results
    of Operations
    Three Months


Six MonthsEnded


EndedJune 30,


June 30,2008


2009


2008


2009Revenues


100
%


100
%


100
%


100
%Cost of revenues


19



19



19



18Gross profit


81



81



81



82Operating expenses:Sales and marketing


44



47



45



48Research and development


7



6



7



6General and administrative


28



25



27



25Amortization of intangible assets


4



2



4



2Total operating expenses


83



80



83



81Income (loss) from operations


(2
)


1



(2
)


1Other income, net


3



1



3



Income before provision (benefit) for income taxes


1



2



1



1Provision (benefit) for income taxes


(29
)


4



(13
)


3Net income (loss)


30
%


(2
)%


14
%


(2
)%     Three Months Ended


Six Months EndedJune 30,


June 30,2008


2009


2008


2009Total deferred revenue (in thousands at end of period)

$
37,506


$
39,770


$
37,506


$
39,770Net cash provided by operating activities (in thousands)

$
6,517


$
1,535


$
12,461


$
10,256Active customers


2,911



3,761



2,911



3,761   Three
    Months Ended June 30, 2009 and 2008
  Revenues.
  Cost of Revenues.
 19




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##### 



Sales and Marketing Expenses.
  Research and Development Expenses.
  General and Administrative Expenses.
  Amortization of Intangible
    Assets.
  Other Income (Expense).
  Provision (Benefit) for Income Taxes.
 20




---



##### 



Six
    Months Ended June 30, 2009 and 2008
  Revenues.
  Cost of Revenues.
  Sales and Marketing Expenses.
  Research and Development Expenses.
  General and Administrative Expenses.
 21




---



##### 



Amortization of Intangible
    Assets.
  Other Income (Expense).
  Provision (Benefit) for Income Taxes.
  Liquidity
    and Capital Resources
             22




---



##### 



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)
  Changes
    in Internal Controls
   PART II  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors    Risks
    Related to Our Business and Industry
  Current
    global market and economic conditions may adversely affect our
    business, financial condition and results of
    operations.
  sub-prime
 23




---



##### 




    reductions in the corporate budgets, including technology
    spending of our customers and potential customers;
    declines in demand for our solutions;
    decreases in collections of our customer receivables;
    insolvency of our key vendors and suppliers; and
    volatility in interest rates and decreases in investment income.    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.
      
    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 execute 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;
    the timing of non-recurring charges;
    changes in the payment terms for our products and services;
    changes in foreign currency exchange rates;
    unforeseen fluctuations in our effective tax rate including
    changes in the mix of earnings in the various countries in which
    we operate, the valuation of deferred tax assets and liabilities
    and the deductibility of certain expenses;
    foreign currency exchange rates; and
    the purchasing and budgeting cycles of our customers.   24




---



##### 



quarter-to-quarter
  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.
      
    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.
    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.
   25




---



##### 



We
    might not generate increased business from our current
    customers, which could limit our revenue in the
    future.
    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.
    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.
   26




---



##### 



If we
    fail to develop our brands, our business may
    suffer.
      If our
    information database does not achieve and 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.
    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.
   27




---



##### 




    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;
    custom-developed solutions; and
    press release distribution providers.        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.
   28




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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.   29




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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.
      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.
   30




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If we
    are unable to protect our proprietary technology and other
    intellectual property rights, it will reduce our ability to
    compete for business.
      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.   31




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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.
      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 10% of our 2008 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; 32




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
    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.
    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.
   33




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##### 



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;
    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;
    economic conditions including a slowdown in economic growth and
    uncertainty in equity and credit markets; and
    general political conditions such as 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. 34




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##### 



Future
    sales, or the availability for sale, of our common stock may
    cause our stock price to decline.
  Rule 10b5-1
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Sale of
    Unregistered Securities
    Use of
    Proceeds
  Form S-1 (No. 333-125834),
       35




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##### 



Issuer
    Purchases of Equity Securities
    MaximumTotal Number of


Dollar Value ofShares


SharesTotal Number


Average Price


Purchased as


That May Yet beof Shares


Paid per


Part of Publicly


PurchasedPurchased


Share


Announced Plan(2)


Under the PlanApril 1  April 30Share repurchase program(1)













$
19,000,148Employee transactions(3)














N/AMay 1  May 31Share repurchase program(1)













$
19,000,148Employee transactions(3)














N/AJune 1  June 30Share repurchase program(1)













$
19,000,148Employee transactions(3)


200











N/A     (1)
    
    For the three months ended June 30, 2009, we did not
    purchase any shares of common stock though our publicly
    announced share repurchase program.(2)
    
    On November 25, 2008, our Board of Directors authorized us
    to purchase up to $30,000,000 shares of our common stock.
    There is no expiration date specified for the program.(3)
    
    All shares were delivered to us by employees to satisfy the
    minimum statutory tax withholding obligations with respect to
    the taxable income recognized by these employees upon the
    vesting of their stock awards.  Item 4.
    Submission
    of Matters to a Vote of Security Holders    Proposal One:
      Proposal Two:
    Proposal Three:
   36




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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. 37




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##### 



SIGNATURES      By:
    /s/  Richard
    Rudman      By:
    /s/  Stephen
    Vintz       38




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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 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.