##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
  QUARTERLY REPORT PURSUANT TO
    SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT
    OF 1934
 For the Quarter Ended September 30, 2007
 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)     þ o
  Rule 12b-2
 o þ 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, 2006 and September 30, 2007


3Consolidated Statements of Operations for the
    three and nine months ended September 30, 2006 and 2007


4Consolidated Statements of Cash Flows for the
    nine months ended September 30, 2006 and 2007


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


18Item 4.


Controls and Procedures


18PART II  OTHER
    INFORMATIONItem 1.


Legal Proceedings


19Item 1A.


Risk Factors


19Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


30Item 6.


Exhibits


31SIGNATURES


32Exhibit 31.1Exhibit 31.2Exhibit 32.1   2




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##### Table of Contents



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


September 30,2006


2007(Unaudited)(Dollars in thousands, exceptper share data)Current assets:Cash and cash equivalents

$
26,506


$
54,634Short-term investments


3,357



6,513Accounts receivable, net of allowance for doubtful accounts of
    $280 and $250 at December 31, 2006 and September 30,
    2007, respectively


10,139



10,424Prepaid expenses and other current assets


1,146



1,460Total current assets


41,148



73,031Property, equipment and software, net


4,359



4,240Intangible assets:Customer relationships, net


4,115



2,968Trade name, net


3,717



3,294Agreements not-to-compete, net


3,587



3,000Purchased technology, net


191



101Intangible assets, net


11,610



9,363Goodwill


17,112



17,090Other assets


541



595Total assets

$
74,770


$
104,319Current liabilities:Accounts payable

$
1,459


$
346Accrued compensation


2,054



2,143Accrued expenses


2,587



3,370Current portion of notes payable and capital lease obligations


427



294Current portion of deferred revenue


26,100



28,823Total current liabilities


32,627



34,976Notes payable and capital lease obligations, net of current
    portion


335



130Deferred income taxes


185



185Other liabilities


85



91Deferred revenue, net of current portion


531



509Total liabilities


33,763



35,891Redeemable common stock, $0.01 par value, 5,000 shares
    issued and outstanding at December 31, 2006 and
    September 30, 2007


33



34Commitments and contingencies






Stockholders equity:Preferred stock, $0.01 par value, 10,000,000 shares
    authorized; no shares issued and outstanding at
    December 31, 2006 and September 30, 2007






Common stock, $0.01 par value, 90,000,000 shares
    authorized; 16,993,515 and 18,594,415 shares issued at
    December 31, 2006 and September 30, 2007,
    respectively; 15,982,738 and 17,583,638 shares outstanding
    at December 31, 2006 and September 30, 2007,
    respectively


170



186Additional paid-in capital


80,526



107,540Treasury stock, 1,010,777 shares at cost


(3,283
)


(3,283
)Accumulated other comprehensive loss


(48
)


(132
)Accumulated deficit


(36,391
)


(35,917
)Total stockholders equity


40,974



68,394Total liabilities, redeemable stock and stockholders equity

$
74,770


$
104,319    3




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


Nine Months Ended September 30,2006


2007


2006


2007(Unaudited)(Dollars in thousands, except per share data)Revenues

$
10,757


$
15,072


$
28,208


$
41,749Cost of revenues, including amortization expense of $107 and $30
    for the three months ended September 30, 2006 and 2007,
    respectively and $284 and $90 for the nine months ended
    September 30, 2006 and 2007, respectively


2,137



2,700



6,049



7,985Gross profit


8,620



12,372



22,159



33,764Operating expenses:Sales and marketing


4,887



6,747



13,381



18,974Research and development


785



1,049



2,210



2,770General and administrative


2,685



3,644



7,038



10,718Amortization of intangible assets


531



711



982



2,157Total operating expenses


8,888



12,151



23,611



34,619Income (loss) from operations


(268
)


221



(1,452
)


(855
)Other income (expense):Interest and other income


416



669



1,424



1,773Interest expense


(23
)


(11
)


(64
)


(40
)Total other income


393



658



1,360



1,733Income (loss) before provision (benefit) for income taxes


125



879



(92
)


878Provision (benefit) for income taxes


(25
)


404



(58
)


404Net income (loss)

$
150


$
475


$
(34
)

$
474Net income (loss) per share:Basic

$
0.01


$
0.03


$
0.00


$
0.03Diluted

$
0.01


$
0.03


$
0.00


$
0.03Weighted average shares outstanding used in computing per share
    amounts:Basic


15,498,524



17,563,147



15,184,546



16,987,104Diluted


16,320,518



18,629,400



15,184,546



17,878,881    4




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Vocus,
    Inc. and Subsidiaries
  Consolidated Statements of Cash Flows
  Nine Months Ended September 30,2006


2007(Unaudited)(Dollars in thousands)Cash flows from operating activities:Net income (loss)

$
(34
)

$
474Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization of property, equipment and software


850



1,100Amortization of intangible assets


1,266



2,247Gain on sale of property and equipment






(26
)Impairment of software development costs


18



Stock-based compensation


1,347



4,169Provision for doubtful accounts


103



30Changes in operating assets and liabilities:Accounts receivable


(921
)


(281
)Prepaid expenses and other current assets


(139
)


(314
)Other assets


(13
)


(54
)Accounts payable


643



(1,120
)Accrued compensation


(155
)


101Accrued expenses


622



774Deferred revenue


1,582



2,606Other liabilities


(25
)


6Net cash provided by operating activities


5,144



9,712Cash flows from investing activities:Cash paid for acquisition


(20,891
)


Purchases of short-term investments


(4,628
)


(7,976
)Sales of short-term investments


2,401



Maturities of short-term investments


425



4,818Software development costs


(71
)


(341
)Purchases of property and equipment


(514
)


(646
)Proceeds from sale of property and equipment






34Net cash used in investing activities


(23,278
)


(4,111
)Cash flows from financing activities:Proceeds from public offering, net of costs


(48
)


21,666Proceeds from exercise of stock options and warrants


509



1,196Proceeds from notes payable


235



Payments on notes payable and capital lease obligations


(385
)


(338
)Net cash provided by financing activities


311



22,524Effect of exchange rate changes on cash and cash equivalents


5



3Net increase (decrease) in cash and cash equivalents


(17,818
)


28,128Cash and cash equivalents, beginning of period


40,027



26,506Cash and cash equivalents, end of period

$
22,209


$
54,634    5




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##### Table of Contents



Vocus,
    Inc. and Subsidiaries
  Notes
    to Consolidated Financial Statements
  1.
    Business
    Description    2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
  Form 10-Q Regulation S-X. Form 10-K
  Principles
    of Consolidation
    Use of
    Estimates
    Impairment
    of Long-Lived Assets
  Accounting for the Impairment or Disposal of
    Long-Lived Assets
  Goodwill
  Goodwill and Other Intangible Assets
 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


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2007


2006


2007Net income (loss)

$
150


$
475


$
(34
)

$
474Weighted average shares outstanding, basic


15,498,524



17,563,147



15,184,546



16,987,104Dilutive effect of:Options to purchase common stock


602,363



1,066,253







891,777Warrants to purchase common stock


219,631











Weighted average shares outstanding, diluted


16,320,518



18,629,400



15,184,546



17,878,881Net income (loss) per share:Basic

$
0.01


$
0.03


$
0.00


$
0.03Diluted

$
0.01


$
0.03


$
0.00


$
0.03     September 30,2006


2007Options to purchase common stock


2,363,020



3,459,689Warrants to purchase common stock


334,928



Total options and warrants to purchase common stock


2,697,948



3,459,689   Recent
    Accounting Pronouncements
  Fair Value Measurements
  The Fair Value Option for
    Financial Assets and Financial Liabilities
 8




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##### Table of Contents



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  3.
    PRWeb
    Acquisition      4.
    Stock-Based
    Compensation  Share-Based
    Payment
  Nine MonthsThree Months Ended


EndedSeptember 30,


September 30,2006


2007


2006


2007Cost of revenues

$
16


$
155


$
54


$
442Sales and marketing


178



428



332



1,131Research and development


55



135



164



398General and administration


275



746



787



2,070Total

$
524


$
1,464


$
1,337


$
4,041     Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2007


2006


2007Stock price volatility


53
%


52
%


52
%


52
%Expected term (years)


6.3



6.3



6.3



6.2Risk-free interest rate


5.0
%


4.7
%


4.9
%


4.8
%Dividend yield


0
%


0
%


0
%


0
%    9




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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


2007(In thousands)Balance outstanding at December 31, 2006


2,205,351


$
8.26Granted


1,510,250



18.99Exercised


(198,494
)


6.06Forfeited or cancelled


(57,418
)


14.86Balance outstanding at September 30, 2007


3,459,689


$
12.96



8.5


$
56,335Options vested and expected to vest at September 30,
    2007


3,225,777


$
12.84



8.4


$
52,902Exercisable at September 30, 2007


617,769


$
7.11



7.0


$
13,671         5.
    Income
    Taxes  Accounting for Uncertainty in Income Taxes
   10




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##### Table of Contents



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    6.
    Debt    7.
    Public
    Offering of Common Stock    8.
    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, 2006.
  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),
    Stock-Based Compensation.
   14




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Impairment of Long-Lived Assets.
  Goodwill.
  Results
    of Operations
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2007


2006


2007Revenues


100
%


100
%


100
%


100
%Cost of revenues


20



18



21



19Gross profit


80



82



79



81Operating expenses:Sales and marketing


45



45



47



45Research and development


7



7



8



7General and administrative


25



24



25



26Amortization of intangible assets


5



5



4



5Total operating expenses


82



81



84



83Income (loss) from operations


(2
)


1



(5
)


(2
)Other income (expense), net


3



4



5



4Income (loss) before provision (benefit) for income taxes


1



5







2Provision (benefit) for income taxes






2







1Net income (loss)


1
%


3
%



%


1
%     Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2007


2006


2007Total deferred revenue (in thousands)

$
22,351


$
29,332


$
22,351


$
29,332Net cash provided by operating activities (in thousands)

$
1,763


$
3,199


$
5,144


$
9,712Active customers


1,603



2,214



1,603



2,214  15




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Three
    Months Ended September 30, 2007 and 2006
  Revenues.
  Cost of Revenues.
  Sales and Marketing Expenses.
  Research and Development Expenses.
  General and Administrative Expenses.
  Amortization of Intangible
    Assets.
  Other Income (Expense).
  Provision (Benefit) from Income Taxes.
 16




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Nine
    Months Ended September 30, 2007 and 2006
  Revenues.
  Cost of Revenues.
  Sales and Marketing Expenses.
  Research and Development Expenses.
  General and Administrative Expenses.
  Amortization of Intangible
    Assets.
  Other Income (Expense).
 17




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Provision (Benefit) from Income Taxes.
  Liquidity
    and Capital Resources
              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) 10-Q Form 10-Q.
   18




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##### Table of Contents



Changes
    in Internal Controls
    PART II
  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors    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.   19




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If our
    on-demand solutions are not widely accepted, our business will
    be harmed.
    A
    substantial 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.
    Our
    business model continues to evolve, which may cause our results
    of operations to fluctuate or decline.
   20




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We
    might not generate increased business from our current
    customers, which could limit our revenue in the
    future.
    If our
    information database does not maintain market acceptance, our
    business, financial condition and results of operations could be
    adversely affected.
    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.
    
    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. 21




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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.      If we
    fail to respond to evolving industry standards, our on-demand
    solutions may become obsolete or less competitive.
   22




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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.
        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.
   23




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##### Table of Contents




    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.    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 cost-effectively, our business may
    suffer.
    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.
   24




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##### Table of Contents



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.
     25




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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.    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.
   26




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We are
    dependent on our executive officers, 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 7% of our 2006 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; 27




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##### Table of Contents




    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.
   28




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##### Table of Contents



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; and
    general economic and political conditions such as recessions and
    acts of war or terrorism.  The
    concentration of our capital stock ownership with insiders will
    likely limit your ability to influence corporate
    matters.
    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; 29




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##### Table of Contents




    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
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Sale of
    Unregistered Securities
    Use of
    Proceeds
  Form S-1 333-125834),
       30




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##### Table of Contents



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. 31




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##### Table of Contents



SIGNATURES
      By:
    /s/  Richard
    Rudman      By:
    /s/  Stephen
    Vintz       32




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##### Table of Contents



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.