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
    March 31,
    2011o

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
   Regulation S-T
 o o
   12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o    Rule 12b-2
 o þ




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##### 





TABLE OF
    CONTENTS
  PagePART I  FINANCIAL
    INFORMATIONItem 1.

Consolidated Financial Statements


3Consolidated Balance Sheets as of
    December 31, 2010 and March 31, 2011


3Consolidated Statements of Operations for the
    three months ended March 31, 2010 and 2011


4Consolidated Statements of Cash Flows for the
    three months ended March 31, 2010 and 2011


5Notes to Consolidated Financial Statements


6Item 2.

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


17Item 3.

Quantitative and Qualitative Disclosures about
    Market Risk


24Item 4.

Controls and Procedures


24PART II  OTHER
    INFORMATIONItem 1.

Legal Proceedings


25Item 1A.

Risk Factors


25Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


36Item 6.

Exhibits


37SIGNATURES


38   2




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##### 



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


March 31,2010


2011(Unaudited)(Dollars in thousands, exceptper share data)Current assets:Cash and cash equivalents

$
94,918


$
91,543Short-term investments


5,496



7,535Accounts receivable, net of allowance for doubtful accounts of
    $182 and $213 at December 31, 2010 and March 31, 2011,
    respectively


20,846



14,365Current portion of deferred income taxes


365



365Prepaid expenses and other current assets


3,790



3,098Total current assets


125,415



116,906Property, equipment and software, net


6,183



11,747Intangible assets, net


7,534



7,152Goodwill


26,278



38,529Deferred income taxes, net of current portion


8,314



9,475Other assets


156



841Total assets

$
173,880


$
184,650Current liabilities:Accounts payable

$
652


$
747Accrued compensation


3,375



2,883Accrued expenses


5,429



10,131Current portion of notes payable and capital lease obligations


152



162Current portion of deferred revenue


55,722



55,108Total current liabilities


65,330



69,031Notes payable and capital lease obligations, net of current
    portion


192



257Other liabilities


2,005



8,785Deferred income taxes, net of current portion


1,065



1,130Deferred revenue, net of current portion


854



687Total liabilities


69,446



79,890Commitments and contingenciesStockholders equity:Preferred stock, $0.01 par value, 10,000,000 shares
    authorized; no shares issued and outstanding at
    December 31, 2010 and March 31, 2011






Common stock, $0.01 par value, 90,000,000 shares
    authorized; 20,374,267 and 20,554,610 shares issued at
    December 31, 2010 and March 31, 2011, respectively;
    17,982,425 and 18,316,605 shares outstanding at
    December 31, 2010 and March 31, 2011, respectively


204



206Additional paid-in capital


166,985



171,802Treasury stock, 2,391,842 and 2,238,005 shares at
    December 31, 2010 and March 31, 2011, respectively at
    cost


(28,417
)


(31,505
)Accumulated other comprehensive income (loss)


(175
)


278Accumulated deficit


(34,163
)


(36,021
)Total stockholders equity


104,434



104,760Total liabilities and stockholders equity

$
173,880


$
184,650    3




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##### 



Vocus,
    Inc. and Subsidiaries
  Consolidated Statements of
    Operations
  Three Months EndedMarch 31,2010


2011(Unaudited)(Dollars in thousands, exceptper share data)Revenues

$
22,271


$
26,987Cost of revenues


4,435



5,452Gross profit


17,836



21,535Operating expenses:Sales and marketing


11,403



13,781Research and development


1,314



2,015General and administrative


5,199



8,228Amortization of intangible assets


469



616Total operating expenses


18,385



24,640Loss from operations


(549
)


(3,105
)Other income (expense):Interest and other income


68



182Interest expense


(7
)


(16
)Total other income


61



166Loss before provision (benefit) for income taxes


(488
)


(2,939
)Provision (benefit) for income taxes


91



(1,081
)Net loss

$
(579
)

$
(1,858
)Net loss per share:Basic and diluted

$
(0.03
)

$
(0.10
)Weighted average shares outstanding used in computing per share
    amounts:Basic and diluted


18,062,306



18,145,461    4




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##### 



Vocus,
    Inc. and Subsidiaries
  Consolidated Statements of Cash Flows
  Three Months Ended March 31,2010


2011(Unaudited)(Dollars in thousands)Cash flows from operating activities:Net loss

$
(579
)

$
(1,858
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization of property, equipment and software


354



550Amortization of intangible assets


469



736Loss on disposal of assets


1



26Stock-based compensation


2,902



4,261Adjustment to fair value of accrued contingent consideration






62Provision for doubtful accounts


64



90Deferred income taxes


1



(1,160
)Excess tax benefits from equity awards


(91
)


Changes in operating assets and liabilities:Accounts receivable


7,292



6,505Prepaid expenses and other current assets


(425
)


745Other assets


(199
)


(4
)Accounts payable


(770
)


69Accrued compensation


74



(519
)Accrued expenses


982



2,462Deferred revenue


(1,926
)


(1,130
)Other liabilities


21



3,005Net cash provided by operating activities


8,170



13,840Cash flows from investing activities:Business acquisitions, net of cash acquired






(6,947
)Purchases of
    available-for-sale
    securities


(2,598
)


(5,539
)Maturities of
    available-for-sale
    securities


8,996



3,498Purchases of property, equipment and software


(770
)


(6,008
)Software development costs


(155
)


(40
)Net cash provided by (used in) investing activities


5,473



(15,036
)Cash flows from financing activities:Repurchases of common stock


(8,309
)


(3,088
)Proceeds from the exercise of stock options


19



555Excess tax benefits from equity awards


91



Borrowings on notes payable






40Payments on notes payable and capital lease obligations


(138
)


(37
)Net cash used in financing activities


(8,337
)


(2,530
)Effect of exchange rate changes on cash and cash equivalents


(50
)


351Net increase (decrease) in cash and cash equivalents


5,256



(3,375
)Cash and cash equivalents, beginning of period


85,817



94,918Cash and cash equivalents, end of period

$
91,073


$
91,543    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
    Cash
    Equivalents and Investments
    available-for-sale
 6




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  available-for-sale available-for-sale other-than-temporary
  Fair
    Value Measurements
  available-for-sale
  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.  Business
    Combinations
    Foreign
    Currency and Operations
    Comprehensive
    Income (Loss)
   7




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  available-for-sale
  Three Months EndedMarch 31,2010


2011Net loss

$
(579
)

$
(1,858
)Other comprehensive income (loss):Foreign currency translation adjustment


89



455Unrealized net loss on
    available-for-sale
    investments, net of tax


(4
)


(2
)Comprehensive income (loss)

$
(494
)

$
(1,405
)   Segment
    Data
    Revenue
    Recognition
          
    provide updates on whether multiple deliverables exist, how the
    deliverables in an arrangement should be separated and how the
    consideration should be allocated;
    eliminate the use of the residual method and require an entity
    to allocate revenue using the relative selling price
    method; and 8




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   
    require an entity to allocate revenue in an arrangement using
    estimated selling prices (ESP) of each deliverable if it does
    not have vendor-specific objective evidence (VSOE) or
    third-party evidence (TPE) of selling price.          Sales
    Commissions
    Stock-Based
    Compensation
    Income
    Taxes
   9




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Earnings
    Per Share
      3.
    Business
    Combinations     10




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      4.
    Cash
    Equivalents and Investments    Unrealized


FairCost


Gains


Losses


ValueCash equivalents:Money market funds

$
23,826


$



$



$
23,826Commercial paper


31,294











31,294Government-sponsored agency debt securities


5,199











5,199Certificates of deposit


2,294











2,294Short-term investments:Government-sponsored agency debt securities


5,497







(1
)


5,496Total

$
68,110


$



$
(1
)

$
68,109     Unrealized


FairCost


Gains


Losses


ValueCash equivalents:Money market funds

$
11,739


$



$



$
11,739Commercial paper


28,973











28,973Government-sponsored agency debt securities


3,300











3,300Certificates of deposit


2,130











2,130Short-term investments:Government-sponsored agency debt securities


5,590







(4
)


5,586Commercial paper


1,948



1







1,949Total

$
53,680


$
1


$
(4
)

$
53,677    11




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  5.
    Fair
    Value Measurements    Total


Level 1


Level 2


Level 3Assets:Cash equivalents

$
46,142


$
17,169


$
28,973


$
Short-term investments


7,535



5,586



1,949



Total assets measured at fair value

$
53,677


$
22,755


$
30,922


$
Liabilities:Accrued contingent consideration

$
7,097


$



$



$
7,097Total liabilities measured at fair value

$
7,097


$



$



$
7,097         Balance as of January 1, 2011

$
1,937Acquisition date fair value measurement


5,059Adjustments to fair value measurements


62Effects of foreign currency translation


39Balance as of March 31, 2011

$
7,097   6.
    Goodwill
    and Intangible Assets    Balance as of January 1, 2011

$
26,278Goodwill acquired in connection with North Social


11,880Effects of foreign currency translation


371Balance as of March 31, 2011

$
38,529    12




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##### 



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


GrossAmortization


Carrying


Accumulated


Net CarryingPeriod


Amount


Amortization


AmountCustomer relationships


6.0


$
7,231


$
(3,241
)

$
3,990Trade names


6.9



4,325



(2,529
)


1,796Agreements
    not-to-compete


5.0



3,913



(3,456
)


457Purchased technology


3.9



1,431



(140
)


1,291Total





$
16,900


$
(9,366
)

$
7,534     Weighted-Average


GrossAmortization


Carrying


Accumulated


Net CarryingPeriod


Amount


Amortization


AmountCustomer relationships


6.0


$
7,478


$
(3,531
)

$
3,947Trade names


6.9



4,381



(2,689
)


1,692Agreements
    not-to-compete


5.0



3,913



(3,652
)


261Purchased technology


3.8



1,520



(268
)


1,252Total





$
17,292


$
(10,140
)

$
7,152       Remainder of 2011

$
1,7682012


1,7922013


1,2352014


8782015


7162016


598Thereafter


165$
7,152   7.
    Stockholders
    Equity  Common
    Stock Repurchases
   13




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    8.
    Stock-Based
    Compensation    Three Months EndedMarch 31,2010


2011Cost of revenues

$
579


$
484Sales and marketing


437



1,183Research and development


373



634General and administration


1,513



1,960Total

$
2,902


$
4,261   Stock
    Option Awards
    Three Months EndedMarch 31,2010


2011Stock price volatility


60
%


57
%Expected term (years)


6.3



6.2Risk-free interest rate


2.7
%


2.4
%Dividend yield


0
%


0
%     Weighted-





AggregateAverage


Weighted-


IntrinsicExercise


Average


Value as ofNumber of


Price per


Contractual


March 31,Options


Share


Term


2011(In thousands)Balance outstanding at January 1, 2011


2,478,923


$
15.09Granted


484,147



23.84Exercised


(32,540
)


17.06Forfeited or cancelled


(36,250
)


17.11Balance outstanding at March 31, 2011


2,894,280


$
16.50



7.0


$
27,444Options vested and expected to vest at March 31, 2011


2,819,241


$
16.41



6.9


$
26,980Exercisable at March 31, 2011


1,819,356


$
14.58



5.6


$
20,755    14




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Restricted
    Stock Awards
    Number of SharesUnderlyingStock AwardsBalance nonvested at January 1, 2011


1,418,731Awarded


355,471Vested


(425,424
)Forfeited


(14,500
)Balance nonvested at March 31, 2011


1,334,278       9.
    Commitments
    and Contingencies  Leases
     15




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Purchase
    Commitments
    Litigation
    and Claims
   16




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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, 2010.
  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
       17




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##### 



Sources
    of Revenues
      Cost of
    Revenues and Operating Expenses
  Cost of Revenues.
    Sales and Marketing.
    Research and Development.
 18




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General and Administrative.
  Amortization of Intangible Assets. not-to-complete
  Critical
    Accounting Policies
    Form 10-K
  Revenue Recognition.
      
    provide updates on whether multiple deliverables exist, how the
    deliverables in an arrangement should be separated and how the
    consideration should be allocated;
    eliminate the use of the residual method and require an entity
    to allocate revenue using the relative selling price
    method; and
    require an entity to allocate revenue in an arrangement using
    estimated selling prices (ESP) of each deliverable if it does
    not have vendor-specific objective evidence (VSOE) or
    third-party evidence (TPE) of selling price.   19




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##### 



Sales Commissions.
  Stock-Based Compensation.
  Business Combinations. not-to-compete
  Goodwill and Long-Lived Assets.
 20




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##### 



Income taxes.
    Results
    of Operations
    Three Months EndedMarch 31,2010


2011Revenues


100
%


100
%Cost of revenues


20



20Gross profit


80



80Operating expenses:Sales and marketing


51



51Research and development


6



7General and administrative


24



31Amortization of intangible assets


2



2Total operating expenses


83



91Loss from operations


(3
)


(11
)Other income, net






Loss before provision (benefit) for income taxes


(3
)


(11
)Provision (benefit) for income taxes






(4
)Net loss


(3
)%


(7
)%  21




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##### 



Three
    Months Ended March 31, 2011 and 2010
  Revenues.
  Cost of Revenues. 147 full-time
  Sales and Marketing Expenses.
  Research and Development Expenses.
  General and Administrative Expenses.
  Amortization of Intangible
    Assets.
  Other Income (Expense).
  Provision (Benefit) for Income Taxes.
 22




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##### 



Liquidity
    and Capital Resources
            Off-balance
    Sheet Arrangements and Contractual Obligations
     23




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##### 



Purchase
    Commitments
      Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Form 10-K
  Foreign
    Currency Exchange Risk
    Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Changes
    in Internal Controls
   24




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##### 



PART II  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors    Risks
    Related to Our Business and Industry
  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;
    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;
    changes in the payment terms for our products and services;
    the amount and timing of non-recurring charges or expenditures
    related to expanding our operations;
    changes in accounting policies or the adoption of new accounting
    standards, including guidance on revenue arrangements with
    multiple deliverables;
    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;
    changes in the estimates and assumptions used to determine the
    fair value of contingent consideration associated with our
    acquisitions;
    fluctuations in our effective tax rate including changes in the
    mix of earnings in the various jurisdictions in which we
    operate, the valuation of deferred tax assets and liabilities
    and the deductibility of certain expenses and changes in
    uncertain tax positions;
    foreign currency exchange rates; and
    the purchasing and budgeting cycles of our customers. 25




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##### 



quarter-to-quarter
  The
    markets for our cloud-based 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.    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.
   26




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##### 



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.
    As
    more of our sales efforts are targeted at small business
    customers that are more substantively affected by economic
    conditions than the large and medium-size business sectors,
    economic downturns may cause potential and existing small
    business customers to fail to purchase our solutions, which
    could limit our revenue in the future.
    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.
   27




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##### 



If we
    fail to develop our brands, our business may
    suffer.
    If our
    information databases do not maintain market acceptance, our
    business, financial condition and results of operations could be
    adversely affected.
    We
    rely on third-parties to provide certain content for our
    solutions, and if those third-parties discontinue providing
    their content, 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 releases, 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.
   28




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##### 



Unanticipated
    changes in our effective tax rate could adversely affect our
    future results.
        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.
    
    generic desktop software and other commercially available
    software not specifically designed for PR;
    PR solution providers offering products 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.
   29




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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.
        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; 30




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
    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.
        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.
     31




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Privacy
    concerns and laws or other domestic or foreign regulations may
    reduce the effectiveness of our solution and adversely affect
    our business.
      Changes
    in laws and/or regulations related to the Internet or changes in
    the Internet infrastructure itself may cause our business to
    suffer.
  Internet-related
    If we
    are unable to protect our proprietary technology and other
    intellectual property rights, it will reduce our ability to
    compete for business.
     32




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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.
      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.
   33




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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 11% of our 2010 revenues and 14% of our
    revenues in the first quarter of 2011, 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.
    Economic
    and market conditions may adversely affect our business,
    financial condition and results of operations.
    
    reductions in the corporate budgets, including technology
    spending of our customers and potential customers;
    declines in demand for our solutions; 34




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
    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
    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;
    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; 35




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
    material announcements by us or our competitors including new
    product or service introductions;
    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.    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
   36




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##### 



Issuer
    Purchases of Equity Securities
    Item 6.
    Exhibits  ExhibitNumber

Exhibit2
.1

Asset Purchase Agreement Among Vocus, Inc. as Buyer and North
    Social Venture Partners, LLC as Seller and Alex Bernstein and
    David Brody as Members of Seller.(3)3
.1

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

Amended and Restated Bylaws.(2)10
.1*

Vocus Inc. Compensation Policy for Non-Employee Directors.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.(2)
    
    Incorporated by reference to an exhibit to the Current Report on
    Form 8-K
    of Vocus, Inc. filed with the Securities and Exchange Commission
    on October 29, 2010.(3)
    
    Incorporated by reference to an exhibit to the Current Report on
    Form 8-K of
    Vocus, Inc. filed with the Securities and Exchange Commission on
    March 1, 2011. 37




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




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##### 



INDEX TO
    EXHIBITS
  ExhibitNumber

Exhibit2
.1

Asset Purchase Agreement Among Vocus, Inc. as Buyer and North
    Social Venture Partners, LLC as Seller and Alex Bernstein and
    David Brody as Members of Seller.(3)3
.1

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

Amended and Restated Bylaws.(2)10
.1*

Vocus Inc. Compensation Policy for Non-employee Directors.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.(2)
    
    Incorporated by reference to an exhibit to the Current Report on
    Form 8-K
    of Vocus, Inc. filed with the Securities and Exchange Commission
    on October 29, 2010.(3)
    
    Incorporated by reference to an exhibit to the Current Report on
    Form 8-K of Vocus, Inc. filed with the Securities and Exchange
    Commission on March 1, 2011.