##### 



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 March 31, 2006
 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 o þ
  Rule 12b-2
  o þ




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##### 



TABLE OF
    CONTENTS
  PagePART I  FINANCIAL
    INFORMATION Item 1.

Consolidated
    Financial Statements


2Consolidated
    Balance Sheets as of December 31, 2005 and March 31,
    2006


2Consolidated
    Statements of Operations for the three months ended
    March 31, 2005 and 2006


3Consolidated
    Statements of Cash Flows for the three months ended
    March 31, 2005 and 2006


4Notes to
    Consolidated Financial Statements


5Item 2.

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


12Item 3.

Quantitative and
    Qualitative Disclosures about Market Risk


17Item 4.

Controls and
    Procedures


17PART II  OTHER
    INFORMATION Item 1.

Legal
    Proceedings


18Item 1A.

Risk Factors


18Item 2.

Unregistered Sales
    of Equity Securities and Use of Proceeds


30Item 5.

Other
    Information


30Item 6.

Exhibits


30 SIGNATURES


31   1




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##### 



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


March 31,2005


2006(Unaudited)(Dollars in thousands, except
    per share data)ASSETSCurrent assets:Cash and cash equivalents

$
40,027


$
40,109Short-term investments


1,400



3,399Accounts receivable, net of
    allowance for doubtful accounts of $193 and $199 at
    December 31, 2005 and March 31, 2006, respectively


6,012



4,744Prepaid royalty fees


493



491Other current assets


695



879Total current assets


48,627



49,622Property and equipment, net


4,161



4,019Intangible assets, net:Customer relationships, net


2,217



1,962Purchased technology, net


294



207Other intangible assets, net


8



Intangible assets, net


2,519



2,169Other assets


529



546Total assets

$
55,836


$
56,356LIABILITIES, REDEEMABLE STOCK
    AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
268


$
321Accrued compensation


1,451



1,128Accrued expenses


1,333



1,241Current portion of notes payable
    and capital lease obligations


642



721Current portion of deferred revenue


20,018



20,740Total current liabilities


23,712



24,151Notes payable and capital lease
    obligations, net of current portion


765



563Other liabilities


105



110Deferred revenue, net of current
    portion


678



606Total liabilities


25,260



25,430Redeemable common stock,
    $0.01 par value, 29,128 shares issued and outstanding


189



191Commitments and contingenciesStockholders equity:Preferred stock $0.01 par
    value, 10,000,000 shares authorized, no shares issued and
    outstanding






Common stock, $0.01 par value,
    90,000,000 shares authorized; 15,805,018 and
    15,967,512 shares issued at December 31, 2005 and
    March 31, 2006, respectively; 14,794,241 and
    14,956,735 shares outstanding at December 31, 2005 and
    March 31, 2006, respectively


158



160Additional paid-in capital


70,470



70,987Treasury stock,
    1,010,777 shares at cost


(3,283
)


(3,283
)Deferred compensation


(19
)


Accumulated other comprehensive
    income


52



44Accumulated deficit


(36,991
)


(37,173
)Total stockholders equity


30,387



30,735Total liabilities, redeemable stock
    and stockholders equity

$
55,836


$
56,356    2




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##### 



Vocus,
    Inc. and SubsidiariesConsolidated Statements of Operations
 Three Months Ended
    March 31,2005


2006(Unaudited)(Dollars in thousands except per
    share data)Revenues

$
6,100


$
8,262Cost of revenues, including
    amortization expense of $132 and $89 for the three months ended
    March 31, 2005 and 2006, respectively


1,457



1,962Gross profit


4,643



6,300Operating expenses:Sales and marketing


3,354



4,005Research and development


596



739General and administrative


1,228



1,927Amortization of intangible assets


394



261Total operating expenses


5,572



6,932Loss from operations


(929
)


(632
)Other income (expense):Interest and other income


25



503Interest expense


(47
)


(21
)Total other income (expense)


(22
)


482Loss before provision for income
    taxes


(951
)


(150
)Provision for income taxes






(32
)Net loss


(951
)


(182
)Accretion on preferred stock


(508
)


Net loss attributable to common
    stockholders

$
(1,459
)

$
(182
)Net loss attributable to common
    stockholders per share:Basic and Diluted

$
(0.35
)

$
(0.01
)Weighted average shares used in
    computing per share amounts:Basic and Diluted


4,168,621



14,965,271    3




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##### 



Vocus,
    Inc. and Subsidiaries
  Consolidated
    Statements of Cash Flows
  Three Months Ended
    March 31,2005


2006(Unaudited)(Dollars in thousands)Cash flows from operating
    activities:Net loss

$
(951
)

$
(182
)Adjustments to reconcile net loss
    to net cash provided by operating activities:Depreciation and amortization of
    property and equipment


119



275Amortization of intangible assets


526



350Stock-based compensation


4



378Provision for doubtful accounts


(6
)


8Changes in operating assets and
    liabilities:Accounts receivable


292



1,263Prepaid royalty fees


(108
)


2Other current assets


62



(183
)Other assets


11



(17
)Accounts payable


663



50Accrued compensation


(412
)


(324
)Accrued expenses


(172
)


(95
)Deferred revenue


312



643Other liabilities


7



5Net cash provided by operating
    activities


347



2,173Cash flows from investing
    activities:Purchases of short-term investments






(2,000
)Software development and
    information database costs


(795
)


(10
)Purchases of property and equipment


(522
)


(122
)Net cash used in investing
    activities


(1,317
)


(2,132
)Cash flows from financing
    activities:Proceeds from exercise of stock
    options


96



161Proceeds from borrowings under
    revolving line of credit


825



Proceeds from notes payable


368



Payments on notes payable and
    capital lease obligations


(37
)


(123
)Net cash provided by financing
    activities


1,252



38Effect of exchange rate changes on
    cash and cash equivalents


(4
)


3Net increase in cash and cash
    equivalents


278



82Cash and cash equivalents,
    beginning of period


7,554



40,027Cash and cash equivalents, end of
    period

$
7,832


$
40,109Supplemental disclosure of cash
    flow information:Cash paid for interest

$
42


$
15    4




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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 Form 10-K
  Use of
    Estimates
    Cash
    and Cash Equivalents
    Short-term
    Investments
      Revenue
    Recognition
   5




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
       No. 00-21, Revenue Arrangements with Multiple Deliverables (EITF 00-21),
      Deferred
    Revenue
  12-month
  Sales
    Commissions
    Stock-Based
    Compensation
  Accounting for Stock Issued to
    Employees Accounting for Stock-Based Compensation
 6




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##### 





Vocus,
    Inc. and Subsidiaries




Notes to
    Consolidated Financial
    Statements  (Continued)












|                                                                              |  |                |        |  
|----------------------------------------------------------------------------- |  | -------------- | ------ | -
|                                                                              |  | March 31, 2005 |       
|                                                                             
|Net loss attributable to common
    stockholders, as reported                 |  | $              | (1,459 | )
|Stock-based compensation, as
    reported                                     |  |                | 4      |  
|Pro forma stock-based compensation                                            |  |                | (25    | )
|                                                                              |  |                |        |  
|Pro forma net loss attributable to
    common stockholders                    |  | $              | (1,480 | )
|                                                                              |  |                |        |  
|Basic and Diluted net loss
    attributable to common stockholders per share: |  |                |        |  
|As reported                                                                   |  | $              | (0.35  | )
|Pro forma                                                                     |  | $              | (0.36  | )





Share-Based Payment




Income
    Taxes












Net
    Loss Attributable to Common Stockholders Per Share






7



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##### 





Vocus,
    Inc. and Subsidiaries




Notes to
    Consolidated Financial
    Statements  (Continued)














|                                                                                 |  |                                  |           |  |      |  |           | 
|-------------------------------------------------------------------------------- |  | -------------------------------- | --------- |  | ---- |  | --------- | 
|                                                                                 |  | Three Months Ended
    March 31, |          
|                                                                                 |  | 2005                             |           |  | 2006 | 
|                                                                                
|Options to purchase common stock                                                 |  |                                  | 1,270,052 |  |      |  | 2,306,109 | 
|Warrants to purchase common stock                                                |  |                                  | 361,446   |  |      |  | 361,446   | 
|Shares of common stock into which
    outstanding preferred stock is convertible |  |                                  | 5,826,668 |  |      |  |          | 
|                                                                                 |  |                                  |           |  |      |  |           | 
|Total options, warrants and
    preferred stock convertible into common stock    |  |                                  | 7,458,166 |  |      |  | 2,667,555 | 
|                                                                                 |  |                                  |           |  |      |  |           | 









Comprehensive
    Loss




available-for-sale




|   |                                                                        
|-- | -----------------------------------------------------------------------
|3. | Initial
    Public Offering of Common Stock and Reverse Stock
    Split



Initial
    Public Offering of Common Stock




one-for-one




Reverse
    Stock Split








|   |                             
|-- | ----------------------------
|4. | Stock-Based
    Compensation





8



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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
       March 31, 2006Cost of revenues

$
19Sales and marketing


71Research and development


53General and administration


232Total

$
375           Stock price volatility


55
%Expected term (years)


6.3Risk-free interest rate


4.6
%Dividend yield


0
%    9




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##### 



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


Average


Aggregate IntrinsicNumber of


Range of


Exercise Price Per


Contractual


Value as ofOptions


Exercise Prices


Share


Term


March 31, 2006(in thousands)Balance outstanding at
    December 31, 2005


2,468,351



$0.30  $ 9.00


$
5.92Granted


11,000



$12.42


$
12.42Exercised


(162,494
)


$0.30  $ 4.77


$
0.99Forfeited or cancelled


(10,748
)


$2.46  $12.42


$
7.64Balance outstanding at
    March 31, 2006


2,306,109



$0.30  $12.42


$
6.29



8.3


$
19,734Expected to vest at March 31,
    2006


2,176,853



$0.30  $12.42


$
6.21



8.3


$
18,807Exercisable at March 31, 2006


603,304



$0.30  $ 9.00


$
1.89



5.4


$
7,819     Options Outstanding


Options ExercisableWeighted-





Weighted-Weighted-Average


Average





AverageRange of

Outstanding as of


Remaining


Exercise


Exercisable as of


ExerciseExercise Price

March 31, 2006


Contractual Life


Price


March 31, 2006


Price$0.30  $1.24


274,160



3.8


$
0.30



274,160


$
0.30$1.25  $2.48


312,801



6.2


$
2.46



224,961


$
2.46$2.49  $4.97


418,908



8.8


$
4.71



98,875


$
4.72$4.98  $6.21


13,162



9.1


$
6.03



3,121


$
6.03$6.22  $7.45


5,828



9.3


$
7.05






$
$7.46  $9.94


1,270,750



9.7


$
9.00



2,187


$
9.00$9.95  $12.42


10,500



9.9


$
12.42






$
2,306,109



8.3


$
6.29



603,304


$
1.89        10




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##### 



Vocus,
    Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
     5.
    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, 2005. In addition to
    historical consolidated financial information, the following
    discussion contains forward-looking statements that reflect our
    plans, estimates and beliefs. 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.
  Critical
    Accounting Policies
   13




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Form 10-K
  Revenue Recognition.
    Revenue Arrangements with Multiple Deliverables
  Stock-Based Compensation. Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation
  Share-Based
    Payment
 14




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Results
    of Operations
    Three Months Ended
    March 31,2005


2006Revenues


100
%


100
%Cost of revenues


24
%


24
%Gross profit


76
%


76
%Operating expenses:Sales and marketing


55
%


49
%Research and development


10
%


9
%General and administrative


20
%


23
%Amortization of intangible assets


6
%


3
%Total operating expenses


91
%


84
%Loss from operations


(15
)%


(8
)%Interest and other income
    (expense), net






6
%Loss before provision for income
    taxes


(15
)%


(2
)%Provision for income taxes






Net loss


(15
)%


(2
)%     Three Months Ended
    March 31,2005


2006Total deferred revenue (in
    thousands at period end)

$
16,353


$
21,346Net cash provided by operating
    activities (in thousands)

$
347


$
2,173Active customers


1,174



1,447  15




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##### 



Three
    Months Ended March 31, 2006 and 2005
  Revenues.
  Cost of Revenues.
  Sales and Marketing Expenses.
  Research and Development Expenses.
  General and Administrative Expenses.
  Amortization of Intangible
    Assets.
  Other Income (Expense).
 16




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##### 



Provision for Income Taxes.
  Liquidity
    and Capital Resources
          and/or
    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk    Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15 Rule 13a-15(e) 15d-15(e)
 17




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##### 



Changes
    in Internal Controls
   PART II  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K
  Risks
    Related to Our Business and Industry
  We
    operate in an emerging market which makes it difficult to
    evaluate our business and future prospects and may increase the
    risk of your investment.
    
    generating sufficient revenue to achieve and maintain
    profitability;
    managing growth in our operations;
    managing the risks associated with developing new modules; 18




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##### 




    attracting and retaining customers; and
    attracting and retaining key personnel.    The
    market for on-demand software is at an early stage of
    development, and if it does not develop or develops more slowly
    than we expect, our business will be harmed.
    Our
    solutions are sold pursuant to subscription agreements, and if
    our existing customers elect either not to renew these
    agreements or renew these agreements for fewer modules or seats,
    our business, financial condition and results of operations will
    be adversely affected.
    Because
    we recognize 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.
   19




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##### 



If our
    new information database does not achieve 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 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 the payment terms for our products and
    services; and
    the purchasing and budgeting cycles of our customers.   20




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##### 



quarter-to-quarter
  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
    software may become obsolete or less competitive.
    If there
    are interruptions or delays in our services due to third-party
    error, our own error or the occurrence of unforeseeable events,
    delivery of our solutions and the use of our service could
    become impaired, which could harm our relationships with
    customers and subject us to liability.
   21




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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.
    We may
    expand through acquisitions of, investments in or through
    business relationships with other organizations, all of which
    may divert our managements attention, result in dilution
    to our stockholders and consume resources that are necessary to
    sustain our business.
    
    issue additional equity securities that would dilute the
    ownership of our stockholders; 22




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##### 




    use cash that we may need in the future to operate our business;
    incur 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 brand 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.
   23




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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.
      The
    success of our business depends on the continued growth and
    acceptance of the Internet as a business and communications
    tool, and the related expansion of the Internet
    infrastructure.
       24




---



##### 



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.
     25




---



##### 



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 6% of our 2005 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; 26




---



##### 




    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.
   27




---



##### 



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;
    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.
   28




---



##### 



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.
  lock-up
   29




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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),
      Item 5.
    Other
    Information  Form 8-K
  Item 6.
    Exhibits  ExhibitNumber

Exhibit3.1


Fifth Amended and Restated
    Certificate of Incorporation. (1)3.2


Amended and Restated Bylaws. (1)10.1


OEM License Agreement between the
    Registrant and Moreover Technologies, Inc., dated March 23,
    2006, as amended by that amendment between the Registrant and
    Moreover Technologies, Inc., dated March 27, 2006. (2)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 of
    Form 8-K
    of Vocus, Inc. with the Securities and Exchange Commission on
    March 29, 2006. 30




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##### 



SIGNATURES      By:
    /s/  Richard
    Rudman      By:
    /s/  Stephen
    Vintz       31




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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)10
.1

OEM License Agreement between the
    Registrant and Moreover Technologies, Inc., dated March 23,
    2006, as amended by that amendment between the Registrant and
    Moreover Technologies, Inc., dated March 27, 2006.(2)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 of
    Form 8-K
    of Vocus, Inc. with the Securities and Exchange Commission on
    March 29, 2006. 32