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 September 30,
    2009o

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

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

(I.R.S. Employer
    Identification No.)   4296
    Forbes Boulevard
    Lanham, Maryland 20706(301) 459-2590 (Address
    including zip code, and telephone number,
    including area code, of principal executive
    offices)
   Not
    applicable (Former
    name, former address and former fiscal year, if changed since
    last report)
   þ o
  Regulation S-T
 o o
    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, 2008 and September 30, 2009


3Consolidated Statements of Operations for the
    three and nine months ended September 30, 2008 and 2009


4Consolidated Statements of Cash Flows for the
    nine months ended September 30, 2008 and 2009


5Notes to Consolidated Financial Statements


6Item 2.

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


14Item 3.

Quantitative and Qualitative Disclosures about
    Market Risk


21Item 4.

Controls and Procedures


21PART II  OTHER
    INFORMATIONItem 1.

Legal Proceedings


22Item 1A.

Risk Factors


22Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


34Item 6.

Exhibits


35SIGNATURES


36  2




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##### 



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


September 30,2008


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

$
65,429


$
82,084Short-term investments


21,758



15,830Accounts receivable, net of allowance for doubtful accounts of
    $294 and $156 at December 31, 2008 and September 30,
    2009, respectively


14,739



9,910Current portion of deferred income taxes


394



480Prepaid expenses and other current assets


3,340



2,294Total current assets


105,660



110,598Long-term investments






2,736Property, equipment and software, net


4,615



4,765Intangible assets, net


5,906



4,450Goodwill


17,090



17,090Deferred income taxes, net of current portion


6,097



7,542Other assets


611



682Total assets

$
139,979


$
147,863Current liabilities:Accounts payable

$
497


$
1,018Accrued compensation


2,297



1,894Accrued expenses


2,479



4,155Current portion of notes payable and capital lease obligations


185



198Current portion of deferred revenue


41,775



38,658Total current liabilities


47,233



45,923Notes payable and capital lease obligations, net of current
    portion


188



63Other liabilities


71



42Deferred revenue, net of current portion


1,079



911Total liabilities


48,571



46,939Commitments and contingenciesStockholders equity:Preferred stock, $0.01 par value, 10,000,000 shares
    authorized; no shares issued and outstanding at
    December 31, 2008 and September 30, 2009






Common stock, $0.01 par value, 90,000,000 shares
    authorized; 19,380,866 and 19,785,202 shares issued at
    December 31, 2008 and September 30, 2009,
    respectively; 17,965,129 and 18,104,061 shares outstanding
    at December 31, 2008 and September 30, 2009,
    respectively


194



198Additional paid-in capital


129,897



145,005Treasury stock, 1,415,737 and 1,681,141 shares at
    December 31, 2008 and September 30, 2009, respectively
    at cost


(10,783
)


(14,914
)Accumulated other comprehensive income


564



302Accumulated deficit


(28,464
)


(29,667
)Total stockholders equity


91,408



100,924Total liabilities and stockholders equity

$
139,979


$
147,863    3




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##### 



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


Nine Months Ended September 30,2008


2009


2008


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

$
19,953


$
21,042


$
56,905


$
62,532Cost of revenues, including amortization expense of $11 and $71
    for the three and nine months ended September 30, 2008,
    respectively


3,701



3,861



10,760



11,615Gross profit


16,252



17,181



46,145



50,917Operating expenses:Sales and marketing


8,837



10,189



25,496



29,895Research and development


1,306



1,150



3,879



3,445General and administrative


5,641



5,206



15,635



15,437Amortization of intangible assets


688



476



2,098



1,456Total operating expenses


16,472



17,021



47,108



50,233Income (loss) from operations


(220
)


160



(963
)


684Other income (expense):Interest and other income


507



52



1,612



382Interest expense


(7
)


(10
)


(21
)


(23
)Total other income


500



42



1,591



359Income before provision (benefit) for income taxes


280



202



628



1,043Provision (benefit) for income taxes


62



584



(4,851
)


2,246Net income (loss)

$
218


$
(382
)

$
5,479


$
(1,203
)Net income (loss) per share:Basic

$
0.01


$
(0.02
)

$
0.31


$
(0.07
)Diluted

$
0.01


$
(0.02
)

$
0.29


$
(0.07
)Weighted average shares outstanding used in computing per share
    amounts:Basic


18,193,456



18,092,595



17,915,754



18,021,737Diluted


19,349,935



18,092,595



18,973,109



18,021,737    4




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##### 



Vocus,
    Inc. and Subsidiaries
  Consolidated
    Statements of Cash Flows
  Nine Months Ended September 30,2008


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

$
5,479


$
(1,203
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization of property, equipment and software


1,357



1,241Amortization of intangible assets


2,169



1,456Loss on disposal of assets






3Impairment of long-lived assets


20



Stock-based compensation


8,392



9,612Provision for doubtful accounts


181



122Deferred income taxes


(5,094
)


(1,513
)Excess tax benefit from stock awards






(4,449
)Changes in operating assets and liabilities:Accounts receivable


3,404



4,817Prepaid expenses and other current assets


(332
)


1,080Other assets


(151
)


(82
)Accounts payable


(276
)


492Accrued compensation


(579
)


(416
)Accrued expenses


(447
)


5,290Deferred revenue


3,190



(3,552
)Other liabilities


(13
)


(29
)Net cash provided by operating activities


17,300



12,869Cash flows from investing activities:Purchases of
    available-for-sale
    securities


(42,124
)


(25,156
)Sales of
    available-for-sale
    securities


800



Maturities of
    available-for-sale
    securities


29,162



28,300Purchases of property, equipment and software


(1,690
)


(1,143
)Software development costs


(23
)


(142
)Net cash provided by (used in) investing activities


(13,875
)


1,859Cash flows from financing activities:Repurchases of common stock






(4,131
)Proceeds from the exercise of stock options


7,046



1,849Excess tax benefit from stock awards






4,449Payments on notes payable and capital lease obligations


(318
)


(202
)Net cash provided by financing activities


6,728



1,965Effect of exchange rate changes on cash and cash equivalents


(73
)


(38
)Net increase in cash and cash equivalents


10,080



16,655Cash and cash equivalents, beginning of period


56,541



65,429Cash and cash equivalents, end of period

$
66,621


$
82,084    5




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##### 



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




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Fair
    Value Measurements
  available-for-sale
  Level 1 
    Inputs are quoted prices in active markets for identical assets
    or liabilities.Level 2 
    Inputs are quoted prices for similar assets or liabilities in
    active markets, quoted prices for identical or similar assets or
    liabilities in markets that are not active, inputs other than
    quoted prices that are observable and market-corroborated inputs
    which are derived principally from or corroborated by observable
    market data.Level 3 
    Inputs are derived from valuation techniques in which one or
    more significant inputs or value drivers are unobservable.  Revenue
    Recognition
        Sales
    Commissions
    Income
    Taxes
   7




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
          Comprehensive
    Income (Loss)
  available-for-sale
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2009


2008


2009Net income (loss)

$
218


$
(382
)

$
5,479


$
(1,203
)Other comprehensive income (loss):Foreign currency translation adjustment


175



49



161



(233
)Unrealized net gain (loss) on
    available-for-sale
    investments, net of tax


(87
)






(74
)


(29
)Comprehensive income (loss)

$
306


$
(333
)

$
5,566


$
(1,465
)   Segment
    Data
    Earnings
    Per Share
   8




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##### 



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


Nine Months EndedSeptember 30,


September 30,2008


2009


2008


2009Net income (loss)

$
218


$
(382
)

$
5,479


$
(1,203
)Weighted average shares outstanding, basic


18,193,456



18,092,595



17,915,754



18,021,737Dilutive effect of:Options to purchase common stock


1,080,001







1,057,355



Nonvested shares of restricted stock


76,478











Weighted average shares outstanding, diluted


19,349,935



18,092,595



18,973,109



18,021,737Net income (loss) per share:Basic

$
0.01


$
(0.02
)

$
0.31


$
(0.07
)Diluted

$
0.01


$
(0.02
)

$
0.29


$
(0.07
)     Recently
    Adopted Accounting Pronouncements
  The FASB Accounting Standards
    Codification,
  New
    Accounting Pronouncements
   9




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    3.
    Cash
    Equivalents and Investments    Unrealized


FairCost


Gains


Losses


ValueCash equivalents:Money market funds

$
15,797


$



$



$
15,797Commercial paper and other


27,588











27,588Certificates of deposit


3,975











3,975Short-term investments:Government-sponsored agency debt securities


8,025



12







8,037Commercial paper and other


2,439











2,439Certificates of deposit


1,900



4







1,904Corporate notes and bonds


3,450











3,450Long-term investments:Government-sponsored agency debt securities


2,735



1







2,736Total

$
65,909


$
17


$



$
65,926     Unrealized


FairCost


Gains


Losses


ValueCash equivalents:Money market funds

$
4,056


$



$



$
4,056Commercial paper and other


33,345











33,345Government-sponsored agency debt securities


1,504











1,504Certificates of deposit


4,798











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


17,944



76



(10
)


18,010Certificates of deposit


2,299



1



(1
)


2,299Corporate notes and bonds


1,450







(1
)


1,449Total

$
65,396


$
77


$
(12
)

$
65,461    10




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   4.
    Fair
    Value Measurements    Total


Level 1


Level 2


Level 3Cash equivalents

$
47,360


$
19,772


$
27,588


$
Short-term investments


15,830



13,391



2,439



Long-term investments


2,736



2,736







Total

$
65,926


$
35,899


$
30,027


$
     5.
    Stockholders
    Equity  Common
    Stock Repurchases
    6.
    Stock-Based
    Compensation      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2009


2008


2009Cost of revenues

$
326


$
398


$
886


$
1,141Sales and marketing


842



1,025



2,194



2,874Research and development


174



256



539



727General and administration


1,892



1,696



4,773



4,870Total

$
3,234


$
3,375


$
8,392


$
9,612   Stock
    Option Awards
   11




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##### 



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

Nine Months EndedSeptember 30,

September 30,2008

2009

2008

2009Stock price volatility






62
%


54
%


62
%Expected term (years)






6.3



6.0



6.2Risk-free interest rate






2.8
%


3.1
%


2.5
%Dividend yield






0
%


0
%


0
%     Weighted-





AggregateAverage


Weighted-


IntrinsicExercise


Average


Value as ofNumber of


Price per


Contractual


September 30,Options


Share


Term


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


2,567,074


$
14.05Granted


62,689



17.23Exercised


(201,424
)


9.18Forfeited or cancelled


(227,960
)


17.91Balance outstanding at September 30, 2009


2,200,379


$
14.19



6.8


$
15,385Options vested and expected to vest at September 30, 2009


2,100,616


$
14.04



6.8


$
14,978Exercisable at September 30, 2009


1,271,666


$
12.54



6.5


$
10,831      12




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Restricted
    Stock Awards
      Number of SharesUnderlyingStock AwardsBalance nonvested at December 31, 2008


676,450Awarded


842,433Vested


(202,912
)Forfeited


(87,563
)Balance nonvested at September 30, 2009


1,228,408       7.
    Commitments
    and Contingencies    8.
    Subsequent
    Events  Form 10-Q
 13




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Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis of our financial
    condition and results of operations should be read in
    conjunction with our consolidated financial statements and
    related notes that appear elsewhere in this report and in our
    annual report on
    Form 10-K
    for the year ended December 31, 2008.
  This report includes forward-looking statements that are made
    pursuant to the safe harbor provisions of the Private Securities
    Litigation Reform Act of 1995. These forward-looking statements
    can be identified by the use of words such as
    anticipate, believe,
    estimate, may, intend,
    expect, will, should,
    seeks or other similar expressions. Forward-looking
    statements reflect our plans, expectations and beliefs, and
    involve inherent risks and uncertainties, many of which are
    beyond our control. You should not place undue reliance on any
    forward-looking statement, which speaks only as of the date
    made. Our actual results could differ materially from those
    discussed in the forward-looking statements. Factors that could
    cause or contribute to these differences include those discussed
    below and elsewhere in this report, particularly in Risk
    Factors in Item 1A of Part II.
  Overview
    not-for-profit
      Sources
    of Revenues
   14




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##### 



Cost of
    Revenues and Operating Expenses
  Cost of Revenues.
    Sales and Marketing.
    Research and Development.
  General and Administrative.
  Amortization of Intangible Assets. not-to-complete
 15




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##### 



Critical
    Accounting Policies
    10-K
  Revenue Recognition.
        Sales Commissions.
  Stock-Based Compensation.
  Business Combinations. not-to-compete
 16




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##### 



Goodwill and Long-Lived Assets.
      Income Taxes.
     17




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##### 



Results
    of Operations
    Three Months


Nine MonthsEnded September 30,


Ended September 30,2008


2009


2008


2009Revenues


100
%


100
%


100
%


100
%Cost of revenues


19



18



19



19Gross profit


81



82



81



81Operating expenses:Sales and marketing


44



48



45



48Research and development


7



6



7



6General and administrative


28



25



27



24Amortization of intangible assets


3



2



4



2Total operating expenses


82



81



83



80Income (loss) from operations


(1
)


1



(2
)


1Other income, net


2







3



1Income before provision (benefit) for income taxes


1



1



1



2Provision (benefit) for income taxes






3



(9
)


4Net income (loss)


1
%


(2
)%


10
%


(2
)%   Three
    Months Ended September 30, 2009 and 2008
  Revenues.
  Cost of Revenues.
  Sales and Marketing Expenses.
 18




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##### 



Research and Development Expenses.
  General and Administrative Expenses.
  Amortization of Intangible
    Assets.
  Other Income (Expense).
  Provision (Benefit) for Income Taxes.
  Nine
    Months Ended September 30, 2009 and 2008
  Revenues.
  Cost of Revenues.
 19




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##### 



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




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##### 



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)
 21




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##### 



Changes
    in Internal Controls
   PART II  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors    Risks
    Related to Our Business and Industry
  Current
    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;
    decreases in collections of our customer receivables;
    insolvency of our key vendors and suppliers; and
    volatility in interest rates and decreases in investment income.   22




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##### 



Our
    quarterly results of operations may fluctuate in the future. As
    a result, we may fail to meet or exceed the expectations of
    investors or securities analysts which could cause our stock
    price to decline.
    
    our ability to retain and increase sales to existing customers
    and attract new customers;
    changes in the volume and mix of subscriptions sold and press
    releases distributed in a particular quarter;
    seasonality of our business cycle, given that our subscription
    volumes are normally lowest in the first quarter and highest in
    the fourth quarter;
    our policy of expensing sales commissions at the time our
    customers execute a subscription agreement, while the majority
    of our revenue is recognized ratably over future periods;
    the timing and success of new product introductions or upgrades
    by us or our competitors;
    changes in our pricing policies or those of our competitors;
    the amount and timing of expenditures related to expanding our
    operations;
    changes in accounting policies;
    the timing of non-recurring charges;
    changes in the payment terms for our products and services;
    changes in foreign currency exchange rates;
    unforeseen fluctuations in our effective tax rate including
    changes in the mix of earnings in the various countries in which
    we operate, the valuation of deferred tax assets and liabilities
    and the deductibility of certain expenses;
    foreign currency exchange rates; and
    the purchasing and budgeting cycles of our customers.    quarter-to-quarter
  The
    markets for our on-demand software and solutions are emerging,
    which makes it difficult to evaluate our business and future
    prospects and may increase the risk of your
    investment.
    
    generating sufficient revenue to maintain profitability;
    managing growth in our operations; 23




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##### 




    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.
    We
    might not generate increased business from our current
    customers, which could limit our revenue in the
    future.
   24




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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.
    Failure
    to effectively develop and expand our sales and marketing
    capabilities could harm our ability to increase our customer
    base and achieve broader market acceptance of our
    solutions.
    If we
    fail to develop our brands, our business may
    suffer.
   25




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##### 



If our
    information database does not achieve and maintain market
    acceptance, our business, financial condition and results of
    operations could be adversely affected.
    We
    depend on search engines for the placement of our
    customers online news distribution, and if those search
    engines change their listings or our relationship with them
    deteriorates or terminates, our reputation will be harmed and we
    may lose customers or be unable to attract new
    customers.
    We
    have incurred operating losses in the past and may incur
    operating losses in the future.
    We
    face competition, and our failure to compete successfully could
    make it difficult for us to add and retain customers and could
    reduce or impede the growth of our business.
    
    PR solution providers offering products specifically designed
    for PR;
    generic desktop software and other commercially available
    software not specifically designed for PR;
    outsourced PR service providers;
    custom-developed solutions; and
    press release distribution providers.   26




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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.
       27




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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.
   28




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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.
   29




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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;    
    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.
     30




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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 10% of our 2008 revenues, and because our
    business strategy includes expanding our international
    operations, our business is susceptible to risks associated with
    international operations.
    
    fluctuations in currency exchange rates;
    unexpected changes in foreign regulatory requirements;
    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.
   31




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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; 32




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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 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
 33




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##### 



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Sale of
    Unregistered Securities
    Use of
    Proceeds
  Form S-1 (No. 333-125834),
        Issuer
    Purchases of Equity Securities
    MaximumTotal Number of

Dollar Value ofShares

SharesTotal Number

Average Price

Purchased as

That May Yet beof Shares

Paid per

Part of Publicly

PurchasedPurchased

Share

Announced Plan(2)

Under the PlanJuly 1  July 31Share repurchase program(1)













$
19,000,148Employee transactions(3)


462


$
16.82







N/AAugust 1  August 31Share repurchase program(1)













$
19,000,148Employee transactions(3)














N/ASeptember 1  September 30Share repurchase program(1)













$
19,000,148Employee transactions(3)


159


$
19.64







N/A     (1)
    
    For the three months ended September 30, 2009, we did not
    purchase any shares of common stock though our publicly
    announced share repurchase program. 34




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##### 



(2)
    
    On November 25, 2008, our Board of Directors authorized us
    to purchase up to $30,000,000 shares of our common stock.
    There is no expiration date specified for the program.(3)
    
    All shares were delivered to us by employees to satisfy the
    minimum statutory tax withholding obligations with respect to
    the taxable income recognized by these employees upon the
    vesting of their stock awards.  Item 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. 35




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SIGNATURES      By:
    /s/  Richard
    Rudman      By:
    /s/  Stephen
    Vintz       36




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##### 



INDEX TO
    EXHIBITS
  ExhibitNumber

Exhibit3
.1

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

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

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

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

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