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
    September 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
   Rule 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
    September 30, 2008


3Consolidated Statements of Operations for the three and nine
    months ended September 30, 2007 and 2008


4Consolidated Statements of Cash Flows for the nine months ended
    September 30, 2007 and 2008


5Notes to Consolidated Financial Statements


6Item 2.


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


13Item 3.


Quantitative and Qualitative Disclosures about Market Risk


20Item 4.


Controls and Procedures


20PART II  OTHER INFORMATIONItem 1.


Legal Proceedings


20Item 1A.


Risk Factors


20Item 2.


Unregistered Sales of Equity Securities and Use of Proceeds


32Item 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,


September 30,2007


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

$
56,541


$
66,621Short-term investments


10,939



22,992Accounts receivable, net of allowance for doubtful accounts of
    $251 and $271 at December 31, 2007 and September 30,
    2008, respectively


14,354



10,677Current portion of deferred income taxes






596Prepaid expenses and other current assets


1,957



2,161Total current assets


83,791



103,047Property, equipment and software, net


4,236



5,051Intangible assets:Customer relationships, net


2,599



1,511Trade name, net


3,154



2,731Agreements not-to-compete, net


2,804



2,217Purchased technology, net


71



Intangible assets, net


8,628



6,459Goodwill


17,090



17,090Deferred income taxes, net of current portion






3,894Other assets


498



639Total assets

$
114,243


$
136,180Current liabilities:Accounts payable

$
1,043


$
730Accrued compensation


3,057



2,455Accrued expenses


3,112



2,639Current portion of notes payable and capital lease obligations


233



203Current portion of deferred revenue


34,333



36,912Total current liabilities


41,778



42,939Notes payable and capital lease obligations, net of current
    portion


102



190Deferred income taxes


639



Other liabilities


89



76Deferred revenue, net of current portion


631



968Total liabilities


43,239



44,173Commitments and contingenciesStockholders equity:Preferred stock, $0.01 par value, 10,000,000 shares
    authorized; no shares issued and outstanding at
    December 31, 2007 and September 30, 2008






Common stock, $0.01 par value, 90,000,000 shares
    authorized; 18,656,415 and 20,038,765 shares issued at
    December 31, 2007 and September 30, 2008,
    respectively; 17,645,638 and 19,027,988 shares outstanding
    at December 31, 2007 and September 30, 2008,
    respectively


186



200Additional paid-in capital


109,553



124,977Treasury stock, 1,010,777 shares at cost


(3,283
)


(3,283
)Accumulated other comprehensive income (loss)


(60
)


26Accumulated deficit


(35,392
)


(29,913
)Total stockholders equity


71,004



92,007Total liabilities and stockholders equity

$
114,243


$
136,180    3




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##### 



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


Nine Months Ended September 30,2007


2008


2007


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

$
15,072


$
19,953


$
41,749


$
56,905Cost of revenues, including amortization expense of $30 and $11
    for the three months ended September 30, 2007 and 2008,
    respectively and $90 and $71 for the nine months ended
    September 30, 2007 and 2008, respectively


2,700



3,701



7,985



10,760Gross profit


12,372



16,252



33,764



46,145Operating expenses:Sales and marketing


6,747



8,837



18,974



25,496Research and development


1,049



1,306



2,770



3,879General and administrative


3,644



5,641



10,718



15,635Amortization of intangible assets


711



688



2,157



2,098Total operating expenses


12,151



16,472



34,619



47,108Income (loss) from operations


221



(220
)


(855
)


(963
)Other income (expense):Interest and other income


669



507



1,773



1,612Interest expense


(11
)


(7
)


(40
)


(21
)Total other income


658



500



1,733



1,591Income before provision (benefit) for income taxes


879



280



878



628Provision (benefit) for income taxes


404



62



404



(4,851
)Net income

$
475


$
218


$
474


$
5,479Net income per share:Basic

$
0.03


$
0.01


$
0.03


$
0.31Diluted

$
0.03


$
0.01


$
0.03


$
0.29Weighted average shares outstanding used in computing per share
    amounts:Basic


17,563,147



18,193,456



16,987,104



17,915,754Diluted


18,629,400



19,349,935



17,878,881



18,973,109    4




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##### 



Vocus,
    Inc. and Subsidiaries
  Consolidated
    Statements of Cash Flows
  Nine Months Ended September 30,2007


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

$
474


$
5,479Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization of property, equipment and software


1,100



1,357Amortization of intangible assets


2,247



2,169Gain on sale of property and equipment


(26
)


Impairment on long-lived assets






20Stock-based compensation


4,169



8,392Provision for doubtful accounts


30



181Deferred income taxes






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


(281
)


3,404Prepaid expenses and other current assets


(314
)


(332
)Other assets


(54
)


(151
)Accounts payable


(1,120
)


(276
)Accrued compensation


101



(579
)Accrued expenses


774



(447
)Deferred revenue


2,606



3,190Other liabilities


6



(13
)Net cash provided by operating activities


9,712



17,300Cash flows from investing activities:Purchases of short-term investments


(7,976
)


(42,124
)Sales of short-term investments






800Maturities of short-term investments


4,818



29,162Software development costs


(341
)


(23
)Purchases of property and equipment


(646
)


(1,690
)Proceeds from sale of property and equipment


34



Net cash used in investing activities


(4,111
)


(13,875
)Cash flows from financing activities:Proceeds from public offering, net of costs


21,666



Proceeds from exercise of stock options and warrants


1,196



7,046Payments on notes payable and capital lease obligations


(338
)


(318
)Net cash provided by financing activities


22,524



6,728Effect of exchange rate changes on cash and cash equivalents


3



(73
)Net increase in cash and cash equivalents


28,128



10,080Cash and cash equivalents, beginning of period


26,506



56,541Cash and cash equivalents, end of period

$
54,634


$
66,621    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. Form 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


Nine Months EndedSeptember 30,


September 30,2007


2008


2007


2008Net income

$
475


$
218


$
474


$
5,479Weighted average shares outstanding, basic


17,563,147



18,193,456



16,987,104



17,915,754Dilutive effect of:Options to purchase common stock


1,066,253



1,080,001



891,777



1,057,355Unvested shares of restricted stock






76,478







Weighted average shares outstanding, diluted


18,629,400



19,349,935



17,878,881



18,973,109Net income per share:Basic

$
0.03


$
0.01


$
0.03


$
0.31Diluted

$
0.03


$
0.01


$
0.03


$
0.29     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)
  Determining the Fair Value of a Financial Asset When the
    Market for that Asset is not Active
    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)

$
41,851


$
10,602


$
31,249


$
Short-term investments(2)


22,992



22,542



450



Total

$
64,843


$
33,144


$
31,699


$
     (1)
    
    Cash equivalents consist of money market funds and corporate
    debt securities with original maturity dates of less than three
    months.(2)
    
    Short-term investments consist of available-for-sale corporate
    and government-sponsored agency debt securities, with original
    maturity dates of three months or greater.  The Fair Value Option for
    Financial Assets and Financial Liabilities
  4.
    Stock-Based
    Compensation  Share-Based Payment
 9




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##### 



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


Nine Months EndedSeptember 30,


September 30,2007


2008


2007


2008Cost of revenues

$
155


$
326


$
442


$
886Sales and marketing


428



842



1,131



2,194Research and development


135



174



398



539General and administration


746



1,871



2,070



4,710Total

$
1,464


$
3,213


$
4,041


$
8,329     Stock
    Option Awards
      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2008


2007


2008Stock price volatility


52
%






52
%


54
%Expected term (years)


6.3







6.2



6.0Risk-free interest rate


4.7
%






4.8
%


3.1
%Dividend yield


0
%






0
%


0
%  10




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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


September 30,Options


Share


Term


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


3,351,363


$
13.03Granted


75,540



29.42Exercised


(689,423
)


10.22Forfeited or cancelled


(161,252
)


17.50Balance outstanding at September 30, 2008


2,576,228


$
13.98



7.5


$
51,484Options vested and expected to vest at September 30, 2008


2,433,680


$
13.89



7.7


$
48,855Exercisable at September 30, 2008


741,230


$
11.08



7.1


$
16,962           Restricted
    Stock Awards
      Number of SharesUnderlyingStock AwardsBalance unvested at December 31, 2007


Awarded


692,718Vested


(12,056
)Forfeited


(1,500
)Balance unvested at September 30, 2008


679,162  11




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      5.
    Income
    Taxes        6.
    Commitments
    and Contingencies   12




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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
   13




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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.
 14




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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
   15




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##### 



Income Taxes.
  Results
    of Operations
    Three Months


Nine MonthsEnded September 30,


Ended September 30,2007


2008


2007


2008Revenues


100
%


100
%


100
%


100
%Cost of revenues


18



19



19



19Gross profit


82



81



81



81Operating expenses:Sales and marketing


45



44



45



45Research and development


7



7



7



7General and administrative


24



28



26



27Amortization of intangible assets


5



3



5



4Total operating expenses


81



82



83



83Income (loss) from operations


1



(1
)


(2
)


(2
)Other income (expense), net


4



2



4



3Income before provision (benefit) for income taxes


5



1



2



1Provision (benefit) for income taxes


2







1



(9
)Net income


3
%


1
%


1
%


10
%  16




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Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2008


2007


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

$
29,332


$
37,880


$
29,332


$
37,880Net cash provided by operating activities (in thousands)

$
3,199


$
4,855


$
9,712


$
17,300Active subscription customers


2,214



3,144



2,214



3,144   Three
    Months Ended September 30, 2008 and 2007
  Revenues.
  Cost of Revenues.
  Sales and Marketing Expenses.
  Research and Development Expenses.
  General and Administrative Expenses.
 17




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##### 



Other Income (Expense).
  Provision for Income Taxes.
  Nine
    Months Ended September 30, 2008 and 2007
  Revenues.
  Cost of Revenues.
  Sales and Marketing Expenses.
  Research and Development Expenses.
  General and Administrative Expenses.
 18




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##### 



Other Income (Expense).
  Provision (Benefit) for Income Taxes.
    Liquidity
    and Capital Resources
               19




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##### 



Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Foreign
    Currency Exchange Risk
    Interest
    Rate Sensitivity
    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   20




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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.
    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.
   21




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##### 



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.
    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.
   22




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##### 



If we
    fail to develop our brands, our business may
    suffer.
      If our
    information databases do 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.
    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.
   23




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##### 




    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;
    the slowdown in economic growth and events in the equity and
    credit markets;
    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.   24




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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.
       25




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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.
   26




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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.
   27




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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.
     28




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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.
   29




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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;
    our operating results failing to meet the expectation of
    securities analysts or investors in a particular period; 30




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
    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 the 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.    Future
    sales, or the availability for sale, of our common stock may
    cause our stock price to decline.
  Rule 10b5-1
 31




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##### 



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Sale of
    Unregistered Securities
    Use of
    Proceeds
  Form S-1 333-125834),
        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.