**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549**

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**FORM 10-K**

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(MARK ONE)

**[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 1999**

**OR**

**[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934**

**FOR THE TRANSITION PERIOD FROM ___________ TO  _____________**

**Commission file number 000-25113**

**MarketWatch.com, Inc.**
(Exact name of Registrant as Specified in its Charter)



|**Delaware**                                                   | **94-3315360**                         
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

**825 Battery StreetSan Francisco, California     94111**(Address of Principal Executive Offices including Zip Code)

**(415) 733-0500**(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

**COMMON STOCK, $.01 PAR VALUE**(Title of Class)

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
[X]      No  [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of March 20, 2000, the aggregate market value of voting stock held by
non-affiliates of the Registrant was $185,190,230.

The number of shares of the Registrant's Common Stock outstanding as of
March 20, 2000 was 14,108,696.

DOCUMENTS INCORPORATED BY REFERENCE

Documents incorporated by reference: portions of the registrant's proxy
statements for its 2000 annual meeting of stockholders are incorporated by
reference.







**MARKETWATCH.COM, INC.
                        1999 ANNUAL REPORT ON FORM 10-K
                               TABLE OF CONTENTS**

**PART I**

Item 1.   Business

Item 2.   Properties

Item 3.   Legal Proceedings

Item 4.   Submission of Matters to a Vote of Security Holders

Item 4A:  Executive Officers

**PART II**

Item 5.   Market for the Registrant's Common Equity and Related Stockholder Matters

Item 6.   Selected Consolidated Financial Data

Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations

Item 7A.      Quantitative and Qualitative Disclosures About Market Risks

Item 8.   Consolidated Financial Statements and Supplementary Data

Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

**PART III**

Item 10.  Directors and Executive Officers of the Registrant

Item 11.  Executive Compensation

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Item 13.  Certain  Relationships and Related Transactions

**PART IV**

Item 14.  Exhibits, Consolidated Financial Statement Schedules and Reports on Form 8-K

**Signatures**

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**MARKETWATCH.COM, INC.**

PART I

Item 1.	Business



EXCEPT FOR HISTORICAL INFORMATION, THE FOLLOWING DESCRIPTION OF OUR BUSINESS
CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THE
OUTCOME OF THE EVENTS DESCRIBED IN THESE FORWARD-LOOKING STATEMENTS IS SUBJECT
TO RISKS AND ACTUAL RESULTS COULD DIFFER MATERIALLY. THE FORWARD-LOOKING
STATEMENTS IN THE SECTIONS ENTITLED "RISK FACTORS," "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND "BUSINESS" AS
WELL AS THOSE INCLUDED ELSEWHERE IN THIS ANNUAL REPORT CONTAIN A DISCUSSION OF
SOME OF THE FACTORS THAT COULD CONTRIBUTE TO THESE DIFFERENCES. OWNERSHIP OF OUR
SECURITIES BY CBS OR DBC SHOULD NOT BE VIEWED AS A RECOMMENDATION BY EITHER
COMPANY TO ACQUIRE OR HOLD THE COMMON STOCK.



We are a leading Web-based provider of comprehensive, real-time business
news, financial programming and analytic tools. We carefully design and
regularly update our Web sites to provide well-organized, relevant and clear
content. Our staff of approximately 90 professional journalists, including
freelance journalists, creates in-depth, up-to-the-minute business and financial
commentary and analysis throughout the trading day and our correspondents
regularly appear on CBS Television and CBS Radio News. We have important
strategic relationships with our principal stockholders Data Broadcasting
Corporation, or DBC, and CBS Broadcasting Inc., or CBS.

Our goal is to create the preeminent brand for real-time business news and
financial information on the Web. We believe our consistent focus on original
and authoritative content and our access to a national media audience through
our CBS relationship will help us achieve this goal. In the fourth quarter of
1999, our Web sites attracted an average of 6.9 million unique visitors per
month, who generated approximately 525 million page views, as compared with
approximately 2.3 million unique visitors per month, who generated approximately
160 million page views in the fourth quarter of 1998. Our visitor information
was based on information provided to us by DoubleClick, Inc., the company which
delivers ads on our Web sites and measures and tracks our users.



MarketWatch.com Web Properties



MarketWatch.com Web properties provide comprehensive business and financial
news, financial programming and analytic tools, including historic charting
capabilities from our BigCharts Web property, which we acquired in June 1999.
Our staff of approximately 90 professional journalists, including freelance
journalists, offers real-time coverage of business and financial news and in-
depth commentary on market-moving trends and events, all provided to our users
free of charge. Our CBS.MarketWatch.com Web site also offers personal finance
commentary and data, community features and other services designed to provide a
"one-stop-shop" for our audience's financial information needs. Recent additions
to the CBS.MarketWatch.com Web site include columns by well-known commentators,
international market news, enhanced personal portfolio tracking features,
financial sector analysis and coverage of SEC filings. We believe that offering
comprehensive business news, financial programming and analytic tools is
critical to our success as it enables us to increase audience loyalty and sense
of community, average usage time and repeat visits.

News and Editorial Content



The CBS.MarketWatch.com front page is carefully designed and frequently
updated throughout the trading day by our journalists and editors in San
Francisco, New York, Washington D.C., London and Tokyo to inform our audience of
the important stories of the moment. Unlike many of our Web-based competitors,
we do not rely exclusively on automatic editing and display systems; we instead
leverage our journalistic expertise to add a strong editorial framework to our
content. From the CBS.MarketWatch.com Web site's "front page," users can access
news stories, columns and headlines written by our reporters and third parties,
such as Reuters, Associated Press, Financial Times and PR Newswire, as well as
stock quotes and other business and financial data and analytic tools. We also
have devoted staff to cover special areas of interest, including initial public
offerings, investment conferences, the fixed income markets, mutual funds,
mortgages, microcap stocks, futures and options and technology stocks. The
CBS.MarketWatch.com Web site also offers selected audio and video clips of news
reports recently broadcast on our CBS MarketWatch Weekend television show, the
CBS Television Network, CBS Radio and our MarketWatch Radio Network by our
correspondents. Users can also search a historical database of news stories by
company name and ticker symbol.

We work with CBS News' global operations and presence to expand our coverage
of international business and financial news. In addition to providing news
coverage for the CBS.MarketWatch.com Web site, our journalists provide financial
news to CBS Television News and CBS Radio news programming. We believe that
providing news reports for CBS and working with CBS News journalists will create
an opportunity to enhance our reputation and audience reach.

Our staff of approximately 90 professional journalists, including freelance
journalists who write for us, are experienced editors, bureau chiefs and
reporters with high standards for reporting and editing. We believe our staff
provides us with a significant competitive advantage. For example, Larry Kramer,
our Chief Executive Officer, was Executive Editor of the San Francisco Examiner
and a financial reporter and Metro Editor of The Washington Post. Our staff also
includes Thom Calandra, our Editor-in-Chief, who has been a financial columnist
for the San Francisco Examiner, the London-based, lead markets editor for
Bloomberg News and Online Money Editor for USA Today Online; Paul Erdman, a
renowned economist and author; and Irwin Kellner, a former Chief Economist for
Manufacturers Hanover Trust Bank; as well as a number of other journalists who
previously worked for Bloomberg News, Associated Press, UPI, CBS Radio news, Fox
News Internet and Dow Jones Television. We believe that we are one of the few
Web-based companies that offers this level of journalism.



We create and publish on the CBS.MarketWatch.com Web site real-time
commentary and analysis of business and financial news and a number of regular
columns by our experienced editorial staff. News features include real-time
headlines, stock market news and updates and coverage of technology stocks, bond
markets, initial public offerings and other areas of interest to our
audience.

These features include:

- Front Page.
- Market Data.
- Commentary.
- Mutual Fund Center.

To broaden its audience appeal, the CBS.MarketWatch.com Web site has other
specialized content areas targeting novice as well as sophisticated investors
including:

- Personal Finance.
- Tax Guide.
- Third-Party Products.
- Marketplace.

Data and Analytics

We offer a variety of data and analytic tools which, together with our other
real time news and programming, are designed to provide a "one-stop-shop" for
the financial and business needs of our audience. These include the
following:

- Securities Price Quotes.
- Historical Charts.

- Portfolios.



- 	Track up to 200 ticker symbols in multiple
portfolios;

- 	Access portfolios from any computer with Web access;

- 	Track options, mutual funds and stocks on all major U.S. and
international exchanges;

- 	Monitor portfolios over a secure connection;

- 	Automatically update portfolio price views every five minutes;

- 	Monitor short and long positions;

- 	View transaction history and capital gains reports; and

- 	Download portfolio reports for use in spreadsheets, thus providing a
wider set of choices for record-keeping.

Additional features include an email alert when one of a user's portfolio
securities trades out of its normal range and end-of-the-day emails summarizing
the portfolio's activity that day. This service is offered free of charge and
users can enroll by completing a simple online registration form.

- Data.
- Analytics.

Community Features



We believe that providing a place for our audience, financial journalists and
experts in the financial world to meet and share ideas about investing will help
increase brand awareness, motivate users to return to the CBS.MarketWatch.com
Web site frequently and encourage our audience to spend more time on our Web
site. Additionally, because we have integrated and will continue to build links
to related news, market data and charts offered throughout our service,
community members will be able to gravitate towards others who share their
specific interests, enabling them to create niche user groups which can be
targeted with relevant marketing campaigns and transaction opportunities. In
addition, because we integrate other content, such as personal finance and
broadband features, community members will be exposed to other areas of the
site, increasing the awareness of the breadth of our programming and other
services. We believe that the personal and interactive nature of communicating
with others who share similar interests will help generate an affinity for the
community and increased brand loyalty to MarketWatch.com.



Our array of communication tools provides our audience with the means for
communicating either privately, using Web-based email and instant messaging, or
in affinity group message boards and chat rooms. To participate and assist us in
targeting advertising, users must complete a registration form and provide
demographic information about themselves. In addition, we are in the process of
implementing Accrue software which will provide us with data on our users'
behavior and information to develop a personalized experience for our users.



Our community building efforts are centered on strengthening audience
loyalty, increasing page views across all areas of the site, and providing
opportunities for premium sponsorships, such as sponsoring moderated chat
events. Longer term, as we gather more information about the interests of the
community members, we intend to offer targeted advertising in specialized
discussion groups within the community and pursue electronic commerce
relationships with the goal of entering into revenue sharing relationships based
on transactions derived from community members.

FT Joint Venture

To further increase our international reach, in January
2000, we signed a joint venture agreement with The Financial Times Group, a
European provider of business news and analysis, which is part of Pearson, plc.
Our joint venture is expected to launch a new Web site in the second quarter of
2000, FT.MarketWatch.com, to provide free, real-time financial and market news
to Europe's rapidly growing communities of individual investors. The site aims
to capture the expanding market of European individual investors who make their
investment decisions online or look to the Internet for quick, market-oriented
news. The tone and content of the site will have a strong European focus on
companies in the telecommunications, Internet, media and electronic commerce
sectors, as well as the UK's mutual funds market. The site will be launched
initially in the English language with German and French language versions to
follow.

Under the terms of the agreement, the FT group will advertise and market the
site through its European network of business newspapers and Web sites and we
will supply the technology and infrastructure for the new site. The site will
have its own dedicated team of journalists and extensive links to related
stories and content on ft.com and CBS.MarketWatch.com.

Advertising Sales



We are focused on providing our advertisers with a large, demographically
desirable audience. We believe that our Web sites attract users who as a group
are more affluent and better educated than users of many other Web sites and
therefore represent an attractive medium for companies that advertise and engage
in commerce over the Internet.  Advertisements are displayed throughout our Web
sites, when a user enters the service, reviews a news story or accesses a quote,
portfolio or chart.  Advertising revenues represented 72%, 73% and 56% of our
net revenues for the years ended December 31, 1999, 1998 and 1997,
respectively.



We currently derive, and expect to continue to derive, a substantial majority
of our revenue from advertising sales. Our sales force seeks to provide
advertisers unique advertising positions and creative advertising solutions. We
offer a variety of advertising options that may be purchased individually or in
packages such as run of site, run of network, targeted advertising and
sponsorships.  In 1999, we added attractive advertising opportunities to our
portfolio: BigCharts.com, aol.marketwatch.com, the AOL co-branded page, and
IWon.com.  Our portfolio of Web properties offers advertisers a strong,
consistent brand with the opportunity to target their campaigns on the site of
their choice or run a campaign across our network of Web sites.  A selection of
advertising options we currently offer are:

- Run of Site or Run of Network.
- Targeted Advertising.
- Sponsorships.
- Content Sidebars.
- Animated Headers.



Our direct sales force consists of more than 20 specialists. We depend on our
sales force to sell advertising on our Web sites. This involves a number of
risks:







Our business will be adversely affected if we do not develop and maintain an
effective sales force.

We believe that having an internal direct sales force allows us to better
understand and meet advertisers' needs, increase our access to potential
advertisers and maintain strong relationships with our existing advertising
clients. Our in-house sales staff includes experienced Internet sales personnel
as well as those from traditional media. The staff develops and implements our
advertising strategies by creating value-added packages for advertisers from the
wide range of news columns, editorial opinions and other tools and information
on our Web sites, including identifying strategic accounts and developing
presentations and promotional materials and building relationships with
advertising buyers. DoubleClick provides advertising management and delivery
services for our Web sites and provides advertisers with reports describing the
delivery of their advertisements.



During 1999, we significantly increased the number of advertisers from
industries other than financial services.  This diversity has increased our
client base and our advertising revenue.  If we do not continue to attract
advertisers from other industries, our business could be adversely affected.

Our advertising packages are sold in campaigns ranging from less than two
weeks to a year or more.  Advertisers have the right to cancel a campaign with
two weeks notice without penalty.  Therefore, advertising revenue would be
adversely affected if we fail to maintain a desirable medium for on-line
advertising.

Licensing Sales

Our acquisition of BigCharts.com in June 1999 has contributed licensing sales
to our revenue model.  Our licensing business focuses on business-to-business
relationships with partners of all sizes to generate revenue, distribution and
branding opportunities.  We license our patented interactive charting technology
and research tools, along with content from the MarketWatch.com newsroom, to
companies primarily in the brokerage and financial services industries.  For the
year ended December 31, 1999, licensing revenue accounted for 21% of total
revenue.

Our licensing sales and development group works to provide customized
solutions for businesses that want to seamlessly integrate financial charting,
analytic tools and content into their Web site.  Our clients may choose to
purchase individual products or to work with our designers and developers to
create a Web site that incorporates multiple products throughout the site.  We
believe our investment in creating co-branded pages with industry-leading
financial organizations, such as The Wall Street Journal Interactive, E*Trade,
Fidelity, Waterhouse, Ameritrade, Datek, Merrill Lynch Online, The Street.com
and Charles Scwhab, provides us with a unique branding opportunity.  In December
1999, we entered into a relationship with iWon, an emerging Internet portal
site, to be the provider of financial content, tools and charting within the
iWon Money section.  Our content is generally identified as our own on all of
our licensing partners' Web sites.

We intend to pursue licensing revenue from new and existing clients to seek
to grow these revenues in absolute dollars.  However, as our largest clients
generate a significant percentage of our licensing revenue, our revenue will
decrease if they choose not to continue to license our services.



Broadcast

To increase our brand awareness and audience reach we began producing a
nationally distributed television program, CBS MarketWatch Weekend, in
September 1999.  The half-hour show was airing weekly in 15 major markets at
December 31, 1999.  The show's content is driven by the top stories of week,
with a strong focus on the Internet and Technology sectors.  Segments produced
for CBS MarketWatch Weekend are included on our Web site to attract broadband
viewers.

Other television reporting includes contributions to CBS The Early Show,
CBS Saturday Morning, CBS Evening Weekend News and CBS Newspath,
which supplies CBS News video to over 200 CBS affiliated television stations for
use in their news programs.  We do not receive any payments from CBS for this
reporting. However, all reports delivered by our correspondents are identified
as our reports. Our correspondents file these reports or provide services to CBS
through an understanding we have with CBS which we believe helps to strengthen
our brand awareness. We have no formal agreement with CBS with respect to any of
our correspondents who provide reports to CBS or any of its affiliates.
Therefore, there can be no assurance that these services will continue in the
future.

We also produce radio reports from our Washington D.C. bureau for
distribution to over 70 national affiliates by Westwood One Radio Network.  Our
contract with Westwood One provides revenue based on a pre-determine revenue
share schedule and requires contribution of content from MarketWatch.com and
distribution and marketing services by Westwood One.

We intend to continue to expand our television and radio distribution and
leverage content created for these mediums to add broadband features to our
destination sites.  In January 2000, we began production of a daily financial
and business news program that airs in the New York market in the early morning.
As of March 20, 2000, we have also increased distribution of our CBS MarketWatch
Weekend television show to 35 major markets through an agreement with
Eyemark/Kingworld Entertainment.



Strategic Relationships



We believe that our strategic relationships with our principal investors, CBS
and DBC, allow us to differentiate the CBS.MarketWatch.com Web site as the
preeminent brand for real-time business news and financial programming on the
Web.



CBS



License.  In connection with our formation, we entered into a five-
year license agreement, which was subsequently amended and restated, under which
the Web site was renamed "CBS.MarketWatch.com" and we were granted the right to
use the CBS name and logo, as well as CBS Television Network news content
in connection with the CBS.MarketWatch.com Web site during this period. This
agreement will expire on October 29, 2005. Under the terms of the amended and
restated license agreement, we pay CBS a percentage of Gross Revenues generated
by the CBS.MarketWatch.com Web site. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations." The agreement is subject to
termination in the event that competitors of CBS acquire specified amounts of
our common stock or in other specific events. Subject to certain limitations,
CBS will provide us with an aggregate rate card amount of $30 million of network
television, radio and Internet advertising and promotion commencing from October
1997 through October 2002. Internet advertising is limited to 5% of the total
promotion delivered. CBS could terminate this advertising obligation if the
agreement is terminated.



Reporting.  We believe we can increase our brand awareness by
providing financial news reports for CBS News and CBS Radio. Our New York City-
based bureau is located in CBS facilities and frequently works with CBS News
staff to generate stories for distribution over the CBS broadcast networks. We
file three market reports each day on CBS Newspath, which supplies CBS News
video to over 200 CBS affiliated television stations for use in their news
programs. Our correspondents also file customized daily reports to major CBS
affiliates via satellite links, produce weekly reports for the CBS Saturday
morning television show, produce periodic weekly reports for the CBS Evening
Weekend News and contribute daily report to The Early Show on the CBS network.
We do not receive any payments from CBS for this reporting. However, all reports
delivered by our correspondents are identified as MarketWatch.com reports to
strengthen our brand awareness. We have no formal agreement with CBS with
respect to any of our correspondents who provide reports to CBS or any of its
affiliates. Therefore, we cannot assure you that these services will continue in
the future.



Non-Competition Provisions.  The amended and restated license
agreement contains certain limited non-competition provisions. However, these
provisions have certain exceptions and do not otherwise provide for an exclusive
relationship. As a result, there can be no assurance that CBS will not promote,
establish or otherwise provide content for a Web site or Internet service that
competes with MarketWatch.com.



We would need to change the name of our Web site and devote substantial
resources towards building a new brand name if our agreement with CBS were
terminated or not renewed. This agreement also has a number of risks associated
with it. CBS can require us to remove any content on our Web site that it
determines conflicts with, interferes with or is detrimental to its reputation
or business or for certain other reasons. We are also required to conform to
CBS's guidelines for the use of its trademarks. CBS has the right to approve all
materials, such as marketing materials, that include any CBS trademarks. CBS
also has control over the visual and editorial presentation of its television
news content on our Web sites. Because of these restrictions, we may not be able
to perform our desired marketing activities.



Our license agreement with CBS will expire on October 29, 2005, and CBS has
no obligation to renew it. CBS will also has the right to terminate this
agreement if:

- we breach a material term or condition of the
agreement;
- we become insolvent or subject to bankruptcy or similar proceedings;
- a competitor of CBS acquires voting power of 15% or more of our outstanding
shares;
- we issue voting securities to, or actively participate in the acquisition of
our voting power by, a CBS competitor which results in such competitor directly
or indirectly owning 9% or more of our voting power; or
- we discontinue using the MarketWatch trademark and do not establish a
substitute mark acceptable to CBS.



If our agreement with CBS is terminated prior to the end of its term, our
business could be adversely affected.



CBS has agreed, subject to certain limitations, to provide us an aggregate
rate card amount of $30 million of advertising and on-air promotions during the
period from October 29, 1997 through October 29, 2002. However, the timing and
placement of these advertisements and promotions are subject to CBS's
discretion. CBS could discontinue promoting us in the manner that it currently
does. CBS also makes no guarantees to us as to the demographic composition or
size of the audience that views these advertisements or promotions. This
advertising and on-air promotion, as well as our association with the CBS brand,
are important elements of our strategy to increase our brand awareness. This
obligation will terminate if our license agreement terminates.  As of December
31, 1999, CBS had delivered $21.1 million rate card amount of promotion and
advertising under this commitment.

We may not be able to continue to attract a sufficient amount of user traffic
and advertisers to our Web sites without the CBS name and logo or promotion from
CBS.



DBC



Initial Contribution.  At our formation, DBC, now majority-owned by
the Financial Times Group, contributed certain assets related to its DBC
Online/News Business that had been operating as departments within DBC since
October 1995. In addition, DBC assigned agreements for advertising and content,
portions of its award-winning Web site, dbc.com, and its related trademarks,
including "MarketWatch" and the MarketWatch.com Internet domain name.



Data and hosting.  DBC currently provides delayed financial data to
MarketWatch.com at no charge. It also provides real-time financial data to
MarketWatch.com for dissemination to subscribers of certain of MarketWatch.com
subscription services in exchange for a percentage of the subscription fee. In
addition, DBC hosts and manages the CBS.MarketWatch.com Web site infrastructure
and provides network support.



General Services.  DBC also provides MarketWatch.com with certain
general services, including cash management, accounting services and human
resources services. MarketWatch.com reimburses DBC for its actual costs of
providing these services.  We are in process of implementing an internal
financial reporting system and will discontinue utilizing DBC's general services
by the end of 2000.



Payments for News.  Under the amended and restated services agreement,
DBC also pays MarketWatch through October 2002 a monthly per-subscriber fee for
delivery of our news to all DBC subscribers, other than certain commercial ones,
with a minimum payment of $100,000 per month.



Non-Competition Provisions.  Through October 29, 2005, DBC will not be
able to:

- sell advertising on a Web site that primarily delivers financial news and
comprehensive stock quotes; or
- use the Internet to sell, or authorize another to sell, real-time snap
quotes to individual subscribers.



Although the stockholders' agreement among MarketWatch.com, CBS and DBC
contains certain non-competition provisions, these provisions have certain
exceptions and do not provide for an exclusive relationship.



If DBC fails to provide these services satisfactorily, we would be required
to perform these services ourselves or obtain these services from another
provider. Replacing these services could cause us to incur additional costs. We
may not be able to replace these services on commercially reasonable terms or,
if we choose to perform these services ourselves, we may not be able to perform
them adequately. During any such transition, our services could be disrupted for
an indefinite period of time and, as a result, we could lose a substantial
number of users and advertisers.



Control by CBS and DBC



As of December 31, 1999, CBS and DBC each owned approximately 32% of our
outstanding common stock. CBS and DBC have certain rights to have
representatives on our board of directors generally based upon the percentage of
our voting securities which they hold. Currently, they each have four
representatives. If we issue voting securities, or securities convertible into
or exchangeable for voting securities in the future, subject to certain
limitations, CBS and DBC will each have the right to purchase securities from us
so they can maintain their respective percentage ownerships. In addition, if
either CBS or DBC desires to transfer any shares of common stock held by it, the
other party has a right of first refusal to purchase all or a portion of those
shares, subject to certain exceptions. As a result of their share ownership and
other rights, CBS and DBC collectively can control our management and affairs,
elect a majority of our Board of Directors and approve significant corporate
transactions. This concentration of ownership and other rights could also delay
or prevent a change in control.



If a competitor of CBS directly or indirectly acquires more than 30% of the
voting power of DBC or substantially all of DBC's assets at a time when DBC
beneficially owns at least 10% of our outstanding common stock, CBS may within
45 days either:

- purchase all of our securities held by DBC; or
- require DBC to place these securities in a trust which would then dispose of
the securities with a view to maximizing the sale price while disposing of such
shares as promptly as reasonably practicable.



DBC would forfeit its Board representation in either event. We cannot predict
which option, if any, CBS would elect in such an event.

Change in Control of DBC

In February 2000, DBC completed a merger with the specialist asset valuation
business, or the FTAM, of the Financial Times Group, which is a part of Pearson,
plc. Upon the closing of the merger, the Financial Times Group transferred the
FTAM to DBC in exchange for approximately 60% of the outstanding common stock of
DBC.



Marketing and Distribution



We have established and are planning to maintain the MarketWatch.com brand as
the Web's leading provider of business and financial information. CBS has agreed
to provide the CBS.MarketWatch.com Web site with promotion and advertising with
an aggregate rate card amount of $30 million through October 2002. This
promotion and advertising will be carried or displayed on CBS Television Network
programming; programming on CBS owned and operated television and radio stations
and/or banner advertising on CBS Web sites over the period from October 29,
1997, through October 29, 2002. These advertising placements may take the form
of 30-, 15- or 10-second commercial units, scrolls of the CBS.MarketWatch.com
URL, on-air mentioning of our Web site, banner advertising and/or in credit
rolls or sign-offs, with CBS having broad discretion as to the type and manner
of placement. As of December 31, 1999, CBS had delivered $21.1 million rate card
amount of promotion and advertising under this commitment.



CBS has displayed our MarketWatch.com logo and domain name on the CBS
Evening News with Dan Rather, CBS This Morning, The Early Show
and on the news programming of the CBS Television Network and many affiliated
television stations. The logo is usually displayed when business or financial
news is covered during the broadcast. When they occur, these promotional
activities give the CBS.MarketWatch.com Web site national promotion to the over
9.3 million people who, according to recent national Nielsen Ratings for the
television season through March 2000, watch the CBS Evening News, as well
as the millions of additional viewers of other CBS News broadcasts. CBS is not
obligated to continue to display our logo or domain name in this particular
manner.

We use journalists' appearances on CBS Television and Radio news broadcasts
and on certain affiliate station broadcasts to highlight the CBS.MarketWatch.com
Web site and increase the association of the Web site with CBS. When making
appearances, our journalist is identified with the MarketWatch brand.  The CBS
MarketWatch Weekend television show was launched in September 1999 in 15
national markets.  The CBS.MarketWatch.com Web site is also linked directly to
the Web sites of CBS and many of its affiliate television stations. Each time a
user at these Web sites clicks on the "Money" section, he or she receives a
graphic or story from the CBS.MarketWatch.com Web site or one of our
correspondents and a direct link to the CBS.MarketWatch.com Web site. We also
have an agreement with Westwood One, to distribute our content over the Westwood
One radio network.  As of December 31, 1999, we produced radio reports for
distribution to more than 70 Westwood One national affiliates.

In addition to our CBS-related promotional activities, we advertise on a
number of heavily trafficked Web sites, such as Yahoo!, Lycos, Excite and
AltaVista, and conduct a variety of other marketing and public relations
programs. These programs include paid advertisements in print publications and
radio broadcasts and participation in personal finance, online journalism and
Internet-related conferences. We intend to maintain advertising and marketing
expenditures at their historical levels to continue to build awareness with our
audience. We intend to make substantial expenditures to advertise our brand and
the CBS.MarketWatch.com Web site in traditional and online media.



We have entered into a number of distribution relationships to enhance our
brand name recognition and audience reach. Key distribution relationships
include:

- Yahoo! Inc. Yahoo! has agreed to index certain of the CBS.MarketWatch.com
news headlines in the Finance section of Yahoo! With links to the
CBS.MarketWatch.com Web site for the full story. In addition, we agreed to
advertise on Yahoo! during fiscal 1999. In August 1999, the terms of the Yahoo!
agreement were amended to include additional advertising and slotting fees of
$1.6 million over a twelve month period beginning on January 1, 2000.
- America Online.  In September 1999, we entered into a three-year
distribution agreement with America Online, Inc. ("AOL") to be AOL's premiere
provider of business and financial news for AOL's network including AOL's
proprietary service, AOL.com, CompuServe and Netscape (collectively, "AOL
Members"). Under the agreement, we will create a co-branded site that will
enable AOL Members to access MarketWatch.com content and investment management
tools through the AOL portal. Our company and AOL have also agreed to
collaborate in sales and marketing efforts.
- Quicken.com. Intuit has agreed to display certain of our news columns and
features in portions of its Quicken.com Web site. We receive a share of any
revenues from the sale of advertising on the Quicken.com pages which display
this content.
- News Alert. News Alert provides certain third-party news feed collection,
databasing and display services for the CBS.MarketWatch.com Web site. In
addition, News Alert makes certain of the CBS.MarketWatch.com editorial content
available as a news feed to certain of News Alert's other customers.
- Other distribution agreements. We also seek to increase our revenues and
name recognition by hosting co-branded financial information pages, or Brand
Label Quotes Pages, accessible to visitors of other companies' Web sites who
wish to retrieve market quotations and financial news. The presence of links on
the Brand Label Quotes Pages to relevant MarketWatch.com news stories also helps
drive traffic to the CBS.MarketWatch.com Web site.

We believe that these types of distribution relationships are important to
our continued growth and to increase our exposure to our target audience. We
intend to continue to aggressively pursue additional distribution relationships.
See "Factors that may affect our operating results -- Need to Establish and
Maintain Relationships with Other Web sites."

In January 2000, the intended merger of America Online and Time Warner Inc.
was announced. Time Warner Inc. owns CNN, which operates CNN/fn (www.fn.com),
one of our competitors. Although our AOL agreement stipulates a guaranteed
number of impressions on AOL's network, we are uncertain as to the future of our
relationship with AOL.  If we are not able to meet our expectations for page
views from the co-branded Web site, our revenue could be adversely affected.



Subscription Services



While substantially all of the programming available on the
CBS.MarketWatch.com Web site is currently free of charge, the
CBS.MarketWatch.com Web site offers subscription-based third-party financial
data services which are targeted at sophisticated investors. These services are
currently created and provided by DBC on a non-exclusive basis under a revenue
sharing arrangement. See "Strategic Relationships."

We act as DBC's sales agent with respect to the following DBC services in
exchange for a fee for new subscribers obtained through the CBS.MarketWatch.com
Web site. The DBC services include MarketWatch RT, a browser-based, real-time
financial data service providing on demand real-time quotes from the American
and New York Stock Exchanges and NASDAQ, and MarketWatch LIVE, a Windows-based,
real-time financial data service providing "streaming" real-time quotes over the
Internet from all major US equity and futures exchanges.



Our Web site also offers, for a fee, third party financial data and other
services through an external Web site, such as Hoover's, Inc., which provides
company profiles, or Baseline, which provides company research reports. We
receive a portion of the revenue from the sale of these products or services
through the CBS.MarketWatch.com Web site. We do not currently and, in the future
do not intend to, derive a material amount of revenue from these services.



Infrastructure, Operations and Technology



The CBS.MarketWatch.com Web site is hosted at DBC's data center in Hayward,
California. The BigCharts.com Web site, content licensing business and certain
portions of the CBS.MarketWatch.com Web site are hosted in our primary data
centers in Minneapolis, Minnesota (in the MarketWatch Minneapolis office), in
Herndon, Virginia (co-location with Exodus Communications) and Santa Clara,
California (co-location with Exodus). We operate multiple Web servers that run
Microsoft Windows NT and Microsoft Windows 2000 operating systems and use
Microsoft Internet Information Server (versions 4.0 and 5.0).

Internet access in the Minneapolis data center is provided by Onvoy Internet
(UUNet, GE Internet, AT&T, Cable & Wireless), Winstar and Frontier
GlobalCenter. Internet access in the Exodus hosted data centers is provided by
Exodus. Internet access in the Hayward data center is maintained through
multiple DS3 connections with three different tier one ISPs (UUNET, Digex and
Cable & Wireless). The computer equipment used to operate our Web sites at
all facilities is powered by multiple uninterruptible power supplies.

Our operations are dependent upon our ability to protect systems against
damage from fire, earthquakes, power loss, telecommunications failure, break-
ins, computer viruses, hacker attacks and other events beyond our control. Our
insurance policies have low coverage limits and therefore our insurance may not
adequately compensate us for any losses that may occur due to any failures or
interruptions in our systems.  Our Web sites have in the past and may in the
future experience down time and other problems due to server problems or
capacity.



We are continually developing new and enhanced services, tools and features.
We also utilize third-party technology for certain of our services and tools.
For example, we licensed a news database technology to allow users to search for
news stories from multiple third-party sources by ticker symbol, keyword and
news source.

In the past, our Web sites have experienced significant increases in traffic
when there are significant business or financial news stories. In addition, the
number of our users has continued to increase over time and we are seeking to
further increase our user base. Therefore, our Web sites must accommodate a high
volume of traffic and deliver frequently updated information. Our Web sites have
in the past and may in the future experience slower response times and other
problems for a variety of reasons.

Our business relies on our ability to serve Web pages in a consistent and
timely manner.  If the traffic on our Web sites grows at a rate that our current
communication lines cannot support, our pages will be served at a slower rate or
we will be unable to serve pages at all.  We also rely on certain third party
providers for a significant amount of our current bandwidth capacity.  If these
providers are unable to maintain their service level agreements or we are unable
to obtain additional bandwidth as our traffic grows, our business would be
adversely affected.



We also depend on multiple information providers, including but not limited
to, DBC, Interactive Data Corporation, S&P Comstock and Dow Jones, to
provide information and data feeds on a timely basis. Our Web sites could
experience disruptions or interruptions in service due to the failure or delay
in the transmission or receipt of this information. In addition, our users
depend on Internet service providers, online service providers and other Web
site operators for access to our Web sites. Each of them has experienced
significant outages in the past, and could experience outages, delays and other
difficulties due to system failures unrelated to our systems. These types of
occurrences could cause users to perceive our Web site as not functioning
properly and therefore cause them to use other methods to obtain their business
and financial news and other information.



Our market is characterized by rapidly changing technology, evolving industry
standards and frequent new product announcements. These are exacerbated by the
recent growth of the Web and the intense competition in our industry. To be
successful, we must adapt to our rapidly changing market by continually
improving the performance, features and reliability of our services. We could
also incur substantial costs if we need to modify our services or infrastructure
in order to adapt to these changes. Our business could be adversely affected if
we incurred significant costs without adequate results or cannot adapt to these
changes.



Competition



The market for Internet services and products is relatively new, intensely
competitive and rapidly changing. The number of Web sites on the Internet
competing for consumers' attention and spending has proliferated and we expect
that competition will continue to intensify. We compete, directly and
indirectly, for advertisers, viewers, members and content providers with the
following categories of companies:

- Publishers and distributors of traditional off-line media, such as
television, radio and print, including those targeted to business, finance and
investing needs, many of which have established or may establish Web sites, such
as The Wall Street Journal, CNN and CNBC;
- General purpose consumer online services such as America Online and
Microsoft Network, each of which provides access to financial and business-
related content and services;
- Online services or Web sites targeted to business, finance and investing
needs, such as TheStreet.com and Motley Fool, and;
- Web search and retrieval and other online services, such as Excite@Home,
Infoseek, Lycos, Yahoo!, and other high-traffic Web sites, which offer quotes,
financial news and other programming and links to other business and finance
related Web sites.



We anticipate that the number of direct and indirect competitors will
increase in the future. This could result in price reductions for our
advertising, reduced margins, greater operating losses or loss of market share,
any of which would materially adversely affect our business, results of
operations and financial condition.



Although the amended and restated license agreement and stockholders'
agreement contain non-competition provisions, these provisions have certain
exceptions. As a result, there can be no assurance that CBS or DBC will not
promote, establish or otherwise provide content for a competitive Web site or
Internet service.



We believe our programming and content compare favorably with our
competitors, as many of them do not primarily provide real-time coverage by
experienced journalists. However, many of our existing competitors, as well as a
number of potential new competitors, have longer operating histories in the Web
market, greater name recognition, larger customer bases and higher amounts of
user traffic and significantly greater financial, technical and marketing
resources. Such competitors may be able to undertake more extensive marketing
campaigns, adopt more aggressive pricing policies, make more attractive offers
to potential employees, distribution partners, advertisers and content providers
and may be able to respond more quickly to new or emerging technologies and
changes in Web user requirements. Further, there can be no assurance that they
will not develop services that are equal or superior to ours or that achieve
greater market acceptance than our offerings. Increased competition could also
result in price reductions, reduced margins or loss of market share, any of
which could materially adversely affect our business, results of operations and
financial condition.



The Web, and MarketWatch.com specifically, also must compete with traditional
advertising media, such as print, radio and television, for a share of
advertisers' total advertising budgets. Web companies and MarketWatch.com would
lose revenue if the Web is not perceived as an effective advertising medium. As
a result, there can be no assurance that we will be able to compete successfully
against our current or future competitors or that competition will not have a
material adverse effect on our business, results of operations and financial
condition.



Potential Competition from CBS and DBC



Although our agreements with CBS and DBC contain certain limited non-
competition provisions, these provisions have certain exceptions and are not
exclusive relationships. For example:

- CBS could license its name and logo to other Web sites or internet services
that deliver general news, sports and entertainment.  These sites or services
could also offer financial news, as long as delivering comprehensive stock
quotes and financial news to consumers in the English language is not their
primary function and their principal theme and format;
- DBC may provide hosting services to other Web sites;
- DBC could also establish an advertising-supported Web site that does not
have as its primary function and its principal theme and format the delivery of
financial news and stock quotes;
- CBS or DBC could license its content to other Web sites or Internet
services; or
- CBS or DBC could make certain investments in other Web sites or Internet
services.

Any of these could adversely affect us. For example, these sites or services
could compete with us or CBS and DBC might promote these other sites or services
more actively than they promote our Web sites.

Intellectual Property



We rely primarily on a combination of copyrights, trademarks, trade secret
laws, our user policy and restrictions on disclosure to protect our intellectual
property, such as our content, trademarks, trade names and trade secrets. We
also enter into confidentiality agreements with our employees and consultants,
and seek to control access to and distribution of our other proprietary
information. Despite these precautions, it may be possible for a third party to
copy or otherwise obtain and use the content on our Web sites or our other
intellectual property without authorization. There can be no assurance that
these precautions will prevent misappropriation or infringement of our
intellectual property. A failure to protect our intellectual property in a
meaningful manner could have a material adverse effect on our business,
operating results and financial condition. In addition, we may need to engage in
litigation in order to enforce our intellectual property rights in the future or
to determine the validity and scope of the proprietary rights of others. Such
litigation could result in substantial costs and diversion of management and
other resources, either of which could have a material adverse effect on our
business, operating results and financial condition.



We license the CBS logo, name and certain news content from CBS pursuant to
the amended and restated license agreement. This agreement could terminate in
certain circumstances and also involves a number of other risks.



We also use certain licensed third-party technology, such as software from
DoubleClick, and data and content from third parties. In these license
agreements, the licensors have generally agreed to defend, indemnify and hold us
harmless with respect to any claim by a third party that the licensed software
or content infringes any person's proprietary rights. There can be no assurance
that the outcome of any litigation between such licensors and a third party or
between us and a third party will not lead to royalty obligations for which we
are not indemnified or for which such indemnification is insufficient, or that
we will be able to obtain any additional license on commercially reasonable
terms if at all. In the future, we may seek to license additional technology or
content in order to enhance our current features or to introduce new services,
such as certain of the community features we may introduce. There can be no
assurance that any such licenses will be available on commercially reasonable
terms, if at all. The loss of or inability to obtain or maintain any of these
technology licenses could result in delays in introduction of new services until
equivalent technology, if available, is identified, licensed and integrated,
which could have a material adverse effect on our business, results of
operations and financial condition.



Because we license some data and content from third parties, our exposure to
copyright infringement actions may increase because we must rely upon such third
parties for information as to the origin and ownership of such licensed content.
We generally obtain representations as to the origins and ownership of such
licensed content and generally obtain indemnification to cover any breach of any
such representations. However, there can be no assurance that such
representations will be accurate or that such indemnification will be sufficient
to provide adequate compensation for any breach of such representations.



There can be no assurance that infringement or other claims will not be
asserted or prosecuted against us in the future whether resulting from our
internally developed intellectual property or licenses or content from third
parties. Any future assertions or prosecutions could materially adversely affect
our business, results of operations and financial condition. Any such claims,
with or without merit, could be time-consuming, result in costly litigation and
diversion of technical and management personnel or require us to introduce new
content or trademarks, develop non-infringing technology or enter into royalty
or licensing agreements. Such royalty or licensing agreements, if required, may
not be available on acceptable terms, if at all. In the event of a successful
claim of infringement and our failure or inability to introduce new content or
trademarks, develop non-infringing technology or license the infringed or
similar technology on a timely basis, our business, results of operations and
financial condition could be materially adversely affected.

Employees



As of December 31, 1999, there were 202 personnel dedicated full time to our
business, 51 of these personnel worked in product and content development, 48 in
sales and marketing, 65 in editorial, 17 in Web site operations and 22 in
administration.



We believe that our future success will depend in part on our continued
ability to attract, integrate, retain and motivate highly qualified sales,
technical, and managerial personnel, and upon the continued service of our
senior management and key sales and technical personnel. None of our personnel
is bound by an employment agreement that prevents such person from terminating
his or her relationship at any time for any reason. Competition for qualified
personnel is intense, particularly in the San Francisco Bay Area, where our
headquarters is located. At times we have experienced difficulties in attracting
new personnel. There can be no assurance that we will successfully attract,
integrate, retain and motivate a sufficient number of qualified personnel to
conduct our business in the future.



Government Regulation



There are currently few laws or regulations that specifically regulate
communications or commerce on the Web. However, laws and regulations may be
adopted in the future that address issues such as user privacy, pricing, and the
characteristics and quality of products and services. For example, the
Telecommunications Act sought to prohibit transmitting certain types of
information and content over the Web. Several telecommunications companies have
petitioned the Federal Communications Commission to regulate Internet Service
Providers and online services providers in a manner similar to long distance
telephone carriers and to impose access fees on these companies. This could
increase the cost of transmitting data over the Internet. Moreover, it may take
years to determine the extent to which existing laws relating to issues such as
property ownership, libel and personal privacy are applicable to the Web. Any
new laws or regulations relating to the Web could adversely affect our
business.



Factors that May Affect Our Operating Results



We May Experience Potential Fluctuations in our Quarterly Operating
Results, Face Unpredictability of Future Revenue, Continue to Incur Losses in
the Future and Experience Seasonality in Our Operating Results



Our quarterly operating results may fluctuate significantly in the future as
a result of a variety of factors, many of which are outside our control. These
factors include:

- The early stage of our development, particularly given that we did not
become a separate legal entity until October 1997;
- The level of Web usage;
- Traffic levels on our Web sites, which can fluctuate significantly as a
result of business and financial news events;
- The demand for advertising on our Web sites as well as on the Web in
general;
- Changes in rates paid for Web advertising resulting from competition or
other factors;
- Our ability to enter into or renew our marketing and distribution
agreements;
- The amount and timing of our costs related to our marketing efforts or other
initiatives;
- The amount and timing of costs related to our new product development
efforts;
- Fees we may pay for distribution or content agreements or other costs we
incur as we expand our operations;
- New services introduced by us or our competitors;
- Competitive factors;
- Technical difficulties or system downtime affecting the Web generally or the
operation of our Web sites;
- Economic conditions specific to the Web as well as general economic
conditions; or
- Our ability to migrate our financial, administrative and operational systems
from DBC to our own internal systems.

Therefore, our operating results for any particular quarter may not be
indicative of future operating results.



We expect that over time our revenues will come from a mix of advertising,
content licensing, e-commerce relationships and subscription service fees.
However, we expect to be substantially dependent on advertising revenues for the
foreseeable future. Therefore, our quarterly revenues and operating results are
likely to be particularly affected by the level of our advertising revenue in
each quarter. Our operating expenses are based on our expectations of our future
revenues and are relatively fixed in the short term. If we have lower revenues,
particularly advertising revenues, than we expect, we may not be able to quickly
reduce our spending in response. Our cost structure could also change
dramatically as we increasingly operate independently from DBC. If we continue
to rely on DBC for the services described under "Business -- Strategic
Relationships -- DBC," we will be required to reimburse DBC for its costs in
providing the services. We will have little control over the amount of these
costs, which could be substantial. In addition, we have and will continue to
significantly increase our operating expenses to grow our business. Any
shortfall in our revenues would have a direct impact on our operating results
for a particular quarter and these fluctuations could affect the market price of
our Common Stock in a manner unrelated to our long-term operating
performance.



We have incurred operating losses in each fiscal quarter since we were
formed. We expect operating losses and negative cash flows to continue for the
foreseeable future as we intend to significantly increase our operating expenses
to grow our business.



We believe that advertising sales in traditional media, such as television
and radio, generally are lower in the first and third calendar quarters of each
year. If our market makes the transition from an emerging to a more developed
medium, seasonal and cyclical patterns in our industry may develop in the
future. Therefore, if our industry follows the same seasonal patterns as those
in the traditional media, we may experience lower advertising revenues in the
first and third calendar quarters of each year. Furthermore, traffic levels on
our Web site typically fluctuate with the occurrence of significant events in
the business and financial news, such as fluctuations in the stock markets,
which could cause changes in our audience size.



We Need to Develop and Implement Our Own Internal Systems to Manage Our
Business and Our Growth



Although our predecessor business has been operating since October 1995, we
did not become a separate legal entity until October 1997 when we were formed as
a limited liability company and we introduced our CBS.MarketWatch.com Web site.
Furthermore, we acquired BigCharts in June 1999.



We have been and substantially dependent on continue to be partially
dependent on DBC to host our CBS.MarketWatch.com Web site and for many of our
financial, administrative and operational services and related support
functions. We are gradually moving our Web servers to third party data centers
and will continue to do so through fiscal 2000.  We are also in process of
implementing our own financial reporting system, which will be fully implemented
by the end of fiscal 2000.  If we are not able to successfully transition our
systems and servers way from DBC we may not be able to perform these financial,
administrative, operational and support functions. In addition, we believe that
we will need further improvements in these systems, controls and procedures to
manage our growth. Our future financial performance could be adversely affected
if we or DBC do not perform these functions effectively or if we do not
implement these systems, controls and procedures successfully.



Need to Establish and Maintain Strategic Relationships with Other Web
Sites



We depend on establishing and maintaining distribution relationships with
high-traffic Web sites for a significant portion of our traffic. For example,
for the month of December 1999, approximately 12% of our traffic came from
Yahoo!. There is intense competition for placements on these sites, and we may
not be able to enter into such relationships on commercially reasonable terms or
at all. Even if we enter into distribution relationships with these Web sites,
they themselves may not attract significant numbers of users. Therefore, our
sites may not receive additional users from these relationships. Moreover, we
may have to pay significant fees to establish these relationships.



Occasionally we enter into agreements with advertisers, content providers or
other high traffic Web sites that require us to exclusively feature these
parties in certain sections of our Web site. Existing and future exclusivity
arrangements may prevent us from entering into other content agreements,
advertising or sponsorship arrangements or other strategic relationships. Many
companies we may pursue for a strategic relationship also offer competing
services. As a result, these competitors may be reluctant to enter into
strategic relationships with us. Our business could be adversely affected if we
do not establish and maintain additional strategic relationships on commercially
reasonable terms or if any of our strategic relationships do not result in
increased use of our Web sites.



We Depend on Third Parties to Track and Measure the Delivery of
Advertisements and it Could be Difficult to Replace these Services



It is important to our advertisers that we accurately measure the
demographics of our user base and the delivery of advertisements on our Web
sites. We depend on third parties to provide these measurement services. If they
are unable to provide these services in the future, we would be required to
perform them ourselves or obtain them from another provider. This could cause us
to incur additional costs or cause interruptions in our business during the time
we are replacing these services. We are implementing additional systems designed
to record demographic data on our users. If we do not develop these systems
successfully, we may not be able to accurately evaluate the demographic
characteristics of our users. Companies may not advertise on our Web sites or
may pay less for advertising if they do not perceive our measurements or
measurements made by third parties to be reliable.



We Need to Expand our Business and be able to do so Successfully



We believe that we will need to expand our business and operations both to
operate as an entity independent from DBC and in order to support our growing
business. This growth is likely to continue to place a significant strain on our
resources. As we grow, we will implement new operational and financial systems,
procedures and controls. If we are unable to accomplish any of these, our
business could be adversely affected.



We Must Develop New and Enhanced Services and Features for Our Web
Sites



We believe that our Web sites will be more attractive to advertisers if we
develop a larger audience comprised of demographically-favorable users.
Accordingly, we intend to introduce additional or enhanced services in the
future in order to retain our current users and attract new users. If we
introduce a service that is not favorably received our current users may not
continue using our service as frequently. New users could also choose a
competitive service over ours.



We may also experience difficulties that could delay or prevent us from
introducing new services. Furthermore, these services may contain errors that
are discovered after the services are introduced. We may need to significantly
modify the design of these services on our Web site to correct these errors. Our
business could be adversely affected if we experience difficulties in
introducing new services or if these new services are not accepted by users.



We Depend on the Continued Growth in Use of the Web, Particularly for
Financial News and Information



Our business depends on businesses and consumers continuing to increase their
use of the Web for obtaining news and financial information as well as for
conducting commercial transactions. Our business would be adversely affected if
Web usage does not continue to grow. Web usage may be inhibited for a number of
reasons, such as:

- Inadequate network infrastructure;

- Security concerns;
- Inconsistent quality of service; and
- Availability of cost-effective, high-speed service.



If Web usage grows, the Internet infrastructure may not be able to support
the demands placed on it by this growth or its performance and reliability may
decline. In addition, Web sites have experienced interruptions in their service
as a result of outages and other delays occurring throughout the Internet
network infrastructure. If these outages or delays frequently occur in the
future, Web usage, as well as usage of our Web sites, could grow more slowly or
decline.

We Face Risks Associated with Bandwidth Constraints

Our business relies on our ability to serve Web pages in a consistent and
timely manner.  If the traffic on our Web sites grows at a rate that our current
communication lines cannot support, our pages will be served at a slower rate or
we will be unable to serve pages at all.  We also rely on certain third party
providers for a significant amount of our current bandwidth capacity.  If these
providers are unable to maintain their service level agreements or we are unable
to obtain additional bandwidth as our traffic grows, our business would be
adversely affected.

Unauthorized Break-Ins to Our Site Could Harm Our Business



Our servers are vulnerable to computer viruses, physical or electronic break-
ins and similar disruptions, which could lead to interruptions, delays or loss
of data.  In addition, unauthorized persons may improperly access our data. A
number of popular Web sites have recently experienced attacks from
"hackers" and other intrusions. Any actions like these could harm us.
Actions like these may be very expensive to remedy and could damage our
reputation and discourage new and existing users from using our site.

We Depend on the Sale of Advertisements on Our Web Sites, and if Web
Advertising does not become Accepted, our Business would be Harmed



We expect to derive a substantial amount of our revenues from advertising for
the foreseeable future. No standards have been widely accepted to measure the
effectiveness of Web advertising. If such standards do not develop, existing
advertisers may not continue their current levels of Web advertising.
Furthermore, advertisers that have traditionally relied upon other advertising
media may be reluctant to advertise on the Web. Advertisers that already have
invested substantial resources in other advertising methods may be reluctant to
adopt a new strategy. Our business would be adversely affected if the market for
Web advertising fails to develop or develops more slowly than expected. In
addition, our advertising packages are sold in campaigns ranging from less than
2 weeks to a year or more.  Advertisers have the right to cancel a campaign with
two weeks notice without penalty.  Therefore, advertising revenues would be
adversely affected if we fail to maintain a desirable medium for on-line
advertising.



Different pricing models are used to sell advertising on the Web. It is
difficult to predict which, if any, will emerge as the industry standard. This
makes it difficult to project our future advertising rates and revenues. For
example, advertising rates based on the number of "click throughs," or user
requests for additional information made by clicking on the advertisement,
instead of rates based solely on the number of impressions, or times an
advertisement is displayed, could adversely affect our revenues because
impression-based advertising comprises a substantial majority of our current
advertising revenues. Our advertising revenues could be adversely affected if we
are unable to adapt to new forms of Web advertising. Moreover, "filter" software
programs that limit or prevent advertising from being delivered to a Web user's
computer are available. Widespread adoption of this software could adversely
affect the commercial viability of Web advertising.



Web Security Concerns Could Hinder Internet Commerce



The need to securely transmit confidential information over the Internet has
been a significant barrier to electronic commerce and communications over the
Web. Any well-publicized compromise of security could deter more people from
using the Web or from using it to conduct transactions that involve transmitting
confidential information, such as stock trades or purchases of goods or
services. Because many of our advertisers seek to advertise on our Web sites to
encourage people to use the Web to purchase goods or services, our business
could be adversely affected.



We may also incur significant costs to protect against the threat of security
breaches or to alleviate problems caused by such breaches.

We Could Face Liability Related to Our Storage of Personal Information
About Our Users

We have a non-disclosure policy displayed on our Web sites. Our policy is not
to willfully disclose any individually identifiable information about any user
to a third party without the user's consent. This policy is accessible to users
of our personalized services when they initially register. Despite this policy,
however, if third persons were able to penetrate our network security or
otherwise misappropriate our users' personal information or credit card
information, we could be subject to liability. These could include claims for
unauthorized purchases with credit card information, impersonation or other
similar fraud claims. They could also include claims for other misuses of
personal information, such as for unauthorized marketing purposes. These claims
could result in litigation. In addition, the Federal Trade Commission and other
states have been investigating certain Internet companies regarding their use of
personal information. We could incur additional expenses if new regulations
regarding the use of personal information are introduced or if they chose to
investigate our privacy practices.

We Could Face Liability for the Information Displayed on Our Web sites

We may be subjected to claims for defamation, negligence, copyright or
trademark infringement or based on other theories relating to the information we
publish on our Web sites. These types of claims have been brought, sometimes
successfully, against online services as well as other print publications in the
past. We could also be subjected to claims based upon the content that is
accessible from our Web sites through links to other Web sites. Our insurance
may not adequately protect us against these types of claims.

Our Common Stock Price is Volatile and Could Fluctuate Significantly

The trading price of our stock has been and may continue to be subject to
wide fluctuations. During 1999, the closing sale prices of our common stock
(NASDAQ: MKTW) on the Nasdaq National Market ranged from $26.13 to $130.00. As
of March 17, 2000, the closing sale price was $41.125. MarketWatch's stock price
may fluctuate in response to a number of events and factors, such as quarterly
variations in operating results, announcements of technological innovations or
new products and media properties by us or our competitors, changes in financial
estimates and recommendations by securities analysts, the operating and stock
price performance of other companies that investors may deem comparable, and
news reports relating to trends in our markets. In addition, the stock market in
general, and the market prices for Internet-related companies in particular,
have experienced extreme volatility that often has been unrelated to the
operating performance of such companies. These broad market and industry
fluctuations may adversely affect the price of our common stock, regardless of
our operating performance.



Item 2. 	Properties



Our principal administrative, sales, marketing and news facilities are
located in approximately 11,000 square feet of office space in San Francisco,
California leased from CBS. This lease expires in March 2003. Our engineering,
development, and licensing sales groups are based out of leased space in
Minneapolis, Minnesota. We will need to enter into a lease for additional space
in 2000, primarily in San Francisco, to support our growth in headcount.  A
portion of our communications and network infrastructure hosted at DBC's
facilities in the San Francisco Bay Area, with a redundant site in Salt Lake
City, Utah.  We also have server locations in Minneapolis, Herndon and Santa
Clara.  Any system failure at these locations could lead to interruptions,
delays or cessations in service to users of the Web sites, which could have a
material adverse effect on our business, results of operations and financial
condition.



Item 3. 	Legal Proceedings



We were not a party to any significant legal proceedings at December 31,
1999.



Item 4.	Submission of Matters to a Vote of
Security Holders



No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended 1999.



Item 4A.		Executive Officers



The following table sets forth certain information regarding the executive
officers of MarketWatch.com as of March 20, 2000:

`Name               Age                  Position
------------------------------ ----- ----------------------------------------
Larry S. Kramer...............   49  Chief Executive Officer and Chairman
                                     of the Board of Directors
Joan P. Platt                    46  Chief Financial Officer and Secretary
Thom Calandra.................   43  Editor-in-Chief and Executive Vice
                                     President of News
William Bishop................   31  Executive Vice President of Business
                                     Development
Scot McLernon.................   42  Executive Vice President of Advertising Sales
Scott Kinney..................   38  Executive Vice President of Licensing
Michele Chaboudy..............   53  Vice President of Marketing
Jamie J. Thingelstad..........   28  Chief Technology Officer`



Mr. Kramer served as President, Chief Executive Officer and a member of the
Board of Directors of MarketWatch.com since October 1997. On November 15, 1999,
Mr. Kramer was elected Chairman of the Board. From February 1994 until October
1997, Mr. Kramer served as Vice President for News and Sports of DBC. Mr. Kramer
spent more than twenty years in journalism, including serving as a financial
reporter, Metro Editor and Assistant Managing Editor of The Washington Post, and
most recently serving as Executive Editor of the San Francisco Examiner. He has
been a recipient of National Press Club, Gerald E. Leob and Associated Press
Awards. During Mr. Kramer's tenures at The Washington Post and the San Francisco
Examiner, his staffs at each paper won a Pulitzer Prize. Mr. Kramer serves as a
member of the Board of Directors of American Information Company, which conducts
an auto buying service under the name "Consumers Car Club" through its
carclub.com Web site. Mr. Kramer holds a B.S. degree in Journalism from Syracuse
University and an M.B.A. degree from the Harvard Business School.

Ms. Platt joined MarketWatch.com as Chief Financial Officer in December 1999.
From May of 1999 through November 1999, Ms. Platt was Chief Financial Officer of
Indus International, a provider of enterprise asset management software.  From
April 1996 to April 1999, Ms. Platt served as Chief Financial Officer for Splash
Technologies Holdings, Inc., a Sunnyvale-based international supplier of color
servers.  Previously Ms. Platt served a 20-year tenure at Coopers & Lybrand,
including 10 years as a partner, where she specialized in high technology
companies with an emphasis in software. Ms. Platt holds a B.A. from The
Pennsylvania State University.

Mr. Calandra has served as Editor-in-Chief and Vice President of News of
MarketWatch.com since October 1997 and Executive Vice President of News since
February 2000. He was Director of News with DBC from April 1996 until October
1997 and was a consultant to DBC from February 1996 until April 1996. From
October 1995 until January 1996, he served as Financial Editor with USA Today
Online, the USA Today newspaper's Web site. Mr. Calandra was employed by
Bloomberg LP, a financial news service, from January 1994 until September 1995,
serving in its London office and holding positions as the lead markets editor
and European financial columnist. Mr. Calandra holds a B.A. degree in Arts from
City University of New York and an M.A. degree in English from the University of
Arizona.



Mr. Bishop has served as Vice President of Business Development of
MarketWatch.com since August 1999 and Executive Vice President of Business
Development since February 2000.  Prior to this role, Mr. Bishop served as Vice
President of Business Development from the Company's formation in October 1997
to August 1999. From August 1995 until October 1997, Mr. Bishop was employed by
DBC, most recently as Director of DBC Online. From August 1993 until May 1995,
Mr. Bishop attended the Johns Hopkins University School of Advanced
International Studies. Mr. Bishop holds a B.A. degree in East Asian Studies from
Middlebury College and an M.A. degree in International Economics from Johns
Hopkins University.



Mr. McLernon has served as Vice President of Advertising Sales of
MarketWatch.com since January 1998 and Executive Vice President of Advertising
Sales since February 2000. From March 1997 until December 1997, he served as
National Director of Advertising Sales with Quote.com, Inc., a financial news
Web site operator. Mr. McLernon was also the National Director of Internet
Strategy with Softbank Interactive Marketing, a subsidiary of Softbank Corp., a
distributor and wholesaler of software and peripheral equipment for PCs, from
March 1996 until March 1997. From June 1994 until March 1996, he served as
Account Manager with Interactive Marketing.

Mr. Kinney has served as Vice President of Licensing of MarketWatch.com since
June 1999 and Executive Vice President of Licensing since February 2000.  From
May 1998 through June 1999, Mr. Kinney was the Chief Operating Officer and Chief
Financial Officer for BigCharts Inc.   Mr. Kinney joined BigCharts in May 1998,
after spending eight years with The Boston Consulting Group (BCG), a strategic
management consulting firm.   Mr. Kinney holds an undergraduate degree from
Dartmouth College, and an MBA from Stanford University.   He is also a Director
of Point Cloud, Inc., an Internet provider of 3-D product visualization
services.

Ms. Chaboudy has served as Vice President of Marketing of MarketWatch.com
since May 1998. From January to May 1998, she was a consultant to
MarketWatch.com. From November 1997 until January 1998, she was an independent
marketing consultant. From March 1997 until November 1997, Ms. Chaboudy served
as a Director, responsible for marketing and business development, at the Wired
News division of Wired Digital Inc., a magazine publisher. From September 1996
until March 1997, she was a marketing consultant. From January 1996 until
September 1996, she served as the Senior Vice President for Marketing and Sales
for World Pages Inc., an Internet directory provider. From April 1995 until
December 1995, she was a Director of Urban & Associates, a consulting firm
serving the newspaper industry. Ms. Chaboudy holds a B.A. degree in History from
DePauw University, an M.B.A. degree from Pepperdine University and a Master's
degree in Library & Information Sciences from Indiana University.

Mr. Thingelstad has served as Chief Technology Officer of MarketWatch.com
since June 1999.  From June 1996 to June 1999, he served as Chief Technology
Officer and a Director of BigCharts, Inc. From February 1995 to March 1996, Mr.
Thingelstad served as a Director of Technology at WebSpan, Inc., an Internet
service provider. From early 1993 to January 1996, he served as the Technical
Coordinator for the Disability Services Department at the University of
Minnesota. Mr. Thingelstad attended the University of Minnesota's Institute of
Technology.



PART II



Item 5.	Market for the Registrant's
Common Equity and Related Stockholder Matters



Since January 15, 1999, our common stock, par value $.01, has been traded on
The Nasdaq Stock Market under the symbol "MKTW". The approximate
number of record holders of our common stock as of March 20, 2000 was 219
(although we believe there was a greater number of beneficial owners). We do not
intend to pay dividends for the foreseeable future.



The trading price of our common stock has been and may continue to be subject
to wide fluctuations in response to a number of events and factors, such as
quarterly variations in operating results, announcements of technological
innovations or new products and media properties by us or our competitors,
changes in financial estimates and recommendations by securities analysts, the
operating and stock price performance of other companies that investors may deem
comparable to ours, and news reports relating to trends in our markets. In
addition, the stock market in general, and the market prices for Internet-
related companies in particular, have experienced extreme volatility that often
has been unrelated to the operating performance of such companies. These broad
market and industry fluctuations may adversely affect the trading price of our
common stock, regardless of our operating performance.

The following table presents, for the periods indicated, the high and low
sales price of our common stock as reported on the Nasdaq National Market.

`Year ended
    December 31, 1999        High       Low
------------------------- ---------- ----------
First Quarter (from
January 15, 1999)        $   130.00 $    56.00
Second Quarter               107.00      45.00
Third Quarter                 59.75      26.13
Fourth Quarter                64.81      36.00`

On January 14, 1999, the Company's Registration Statement on Form S-1 (File
No. 333-65569) was declared effective by the Securities and Exchange Commission
which registration statement related to the Company's initial public offering of
common stock. The managing underwriters of this offering were BT

Alex Brown Incorporated and Donaldson Lufkin & Jenrette Securities
Corporation, who acted as Joint Book Running Managers, and Salomon Smith Barney
Inc. and First Albany Corporation. All of the 3,162,500 shares registered were
sold by the Company. All of the shares of common stock were sold at a public
offering price of $17.00 per share, for an aggregate offering price of
$53,763,000. The amount of offering expenses were $5,931,000, including an
underwriting discount of $3,763,000 and other offering expenses of $2,168,000
for net proceeds to the Company of $47,832,000. As of December 31, 1999, the net
proceeds to the Company have been applied as follows: (i) $4.6 million for
repayment of outstanding indebtedness to Data Broadcasting Corporation, an
affiliate of the Company, (ii) $5.0 million in temporary investments, (iii)
$23.0 million for working capital and (iv) $7.5 million relating to the purchase
of BigCharts, and, (v) $7.7 million in cash and cash equivalents.

On June 9, 1999, the Company acquired all of the issued and outstanding
capital stock of BigCharts, Inc. pursuant to a merger of a newly formed, wholly
owned subsidiary of the Company with and into BigCharts, in exchange for
1,589,138 shares of the Company's common stock. In addition, the Company assumed
options to purchase capital stock of BigCharts, which options are exercisable
for an aggregate of 585,824 shares of the Company's common stock. The issuance
of shares of the Company's common stock and the assumption of options were made
in reliance on Section 4(2) and/or Regulation D promulgated under the Securities
Act.



Item 6. 	Selected Consolidated Financial Data



`MARKETWATCH.COM                        DBC ONLINE/NEWS(1)
                              -------------------------------------- --------------------------------------
                                                         INCEPTION                              INCEPTION
                                                        (OCTOBER 29,  JANUARY 1,               (OCTOBER 1,
                                                           1997)         1997                     1995)
                               Years ended December 31,   THROUGH      THROUGH     YEAR ENDED    THROUGH
                              ------------------------- DECEMBER 31, OCTOBER 28,  DECEMBER 31, DECEMBER 31,
                                  1999         1998         1997         1997         1996         1995
                              ------------ ------------ ------------ ------------ ------------ ------------
CONSOLIDATED STATEMENT OF
OPERATIONS DATA
(in thousands except per
share data)
Net revenues..................    $24,935       $7,027         $630       $1,172         $607        $  --
Gross profit..................     15,034        4,190          482          512          156           --
Operating expenses............     77,324       16,444          563        1,895        2,023          236
Net loss......................   ($60,878)    ($12,413)        ($81)       ($943)     ($1,172)       ($147)
Basic and diluted net loss
  per share(2)................     ($4.68)      ($1.38)      ($0.01)
Shares used to compute basic
  and diluted net loss per
  Share(2)(3).................     13,004        9,000        9,000




                                       MARKETWATCH.COM                   DBC ONLINE/NEWS(1)
                              -------------------------------------- -------------------------
                                                     Years Ended December 31,
                              ----------------------------------------------------------------
                                  1999         1998         1997         1996         1995
                              ------------ ------------ ------------ ------------ ------------
CONSOLIDATED BALANCE SHEET
DATA
(in thousands)
Cash and cash equivalents.....     $9,500         $140        $  --        $  --        $  --
Working capital (deficit).....     18,544       (5,889)         139       (1,502)         (68)
Total assets..................    156,855        4,487          237          409           99
Advances from DBC(4)..........        --         3,946           --        1,644          178
Total stockholders' equity
  (deficiency)................    149,148       (3,130)         152       (1,320)        (147)`

(1)	Represents the results of operations of the Predecessor Business for
the period indicated.



(2)	Reflects the conversion of MarketWatch.com LLC into a corporation as
if such transaction had

occurred as of the beginning of the period indicated.



(3) 	See Note 2 to Notes to the Consolidated Financial Statements for
information concerning the

number of shares used in computing net loss per share.



(4) 	Advances from DBC by DBC Online/News at October 28, 1997 was neither
paid by the Predecessor

Business nor assumed by MarketWatch.com.

Item 7.	Management's Discussion and Analysis of
Financial Condition and Results of Operations



The following discussion should be read in conjunction with the
Consolidated Financial Statements and the related notes which appear elsewhere
in this document. The following discussion contains forward-looking statements
that reflect MarketWatch.com's 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, but are not
limited to, those discussed below and elsewhere in this document, particularly
in "Factors That May Affect Future Operating Results."

Overview



We completed our initial public offering on January 15, 1999. Prior to the
offering, MarketWatch.com was a joint venture owned 50% each by DBC and CBS, and
was formed as a limited liability company (the "LLC") in October 1997. It was
formed as the successor to DBC's Online/News Business, which commenced
operations in October 1995. When this joint venture was formed, CBS and DBC
agreed that their contributions would be treated as having equal value.
Immediately prior to the closing of our initial public offering on January 15,
1999, we were re-organized from a limited liability company into a
corporation.

The DBC Online/News Business developed the dbc.com Web site to deliver
financial quotes and news to users free of charge. While operating as DBC
Online/News, DBC sold advertising banners and sponsorships and subscriptions to
MarketWatch RT and MarketWatch Live. With the formation of the LLC, the dbc.com
site was changed to the CBS.MarketWatch.com site. Since the formation of the
LLC, MarketWatch.com has operated as a provider of business news, financial
programming and analytic tools, with services including new articles, feature
columns and analytic tools, such as stock quotes and charting. These services
are available free of charge. MarketWatch.com has continued selling advertising
banners and sponsorships and subscriptions to MarketWatch RT and MarketWatch
Live.

Effective June 9, 1999, we completed our acquisition of BigCharts.com, Inc.
("BigCharts"), a Minnesota corporation, in a merger transaction for $6.0 million
in cash, $110.9 million worth of MarketWatch.com common stock, and $38.6 million
worth of options to purchase MarketWatch.com common stock which are issuable
upon exercise of options to purchase BigCharts common stock assumed in the
merger. BigCharts is a leading provider of licensed online financial charting
content to electronic brokers, financial publishers and portals.

We believe that the acquisition of BigCharts provides (1) additional
analytical tools for existing MarketWatch.com users, (2) increased customer base
for the MarketWatch news content and (3) increased inventory for advertising.
The Company's expenses will increase in future periods to reflect the costs
associated with the operation of the BigCharts.com Web site.

In view of the rapidly evolving nature of our business, our very limited
operating history and our acquisition of BigCharts, we have little experience
forecasting our revenues. Therefore, period-to-period comparisons of our
financial results are not necessarily meaningful and should not be relied upon
as an indication of our future performance. To date, we have incurred
substantial costs to create, introduce and enhance our services, to develop
content, to build brand awareness and to grow our business. As a result, we have
incurred operating losses in each fiscal quarter since we were formed. We expect
operating losses and negative cash flows to continue for the foreseeable future
as we intend to increase operating expenses to grow our business. We may also
incur additional costs and expenses related to content creation, technology,
marketing or acquisitions of businesses and technologies to respond to changes
in this rapidly changing industry. We also expect to incur non-cash charges
related to our acquisition of BigCharts. These costs could have an adverse
effect on our future financial condition or operating results.



Agreements with CBS and DBC



Upon formation of the LLC, DBC agreed to contribute $2.0 million in cash and
the intellectual property of the DBC Online/News Business for its 50% ownership
interest. DBC simultaneously entered into a five-year services agreement to
provide us with our Web site infrastructure and certain operational and
administrative services at DBC's cost. Under this original Services Agreement,
DBC also agreed to pay us between $2.50 and $5.00 per month for each DBC
subscriber who receives real-time streaming quotes, subject to a minimum of
$100,000 per month ("Subscriber Payments"). CBS agreed to contribute
$50.0 million in rate card advertising and promotion over five years for its 50%
ownership interest. CBS simultaneously entered into a five-year License
Agreement to license its CBS "Eye" design and certain CBS news content, in
exchange for royalties approximating 30% of our advertising banner revenue.



Immediately prior to the closing of our initial public offering in January
1999, the agreements were amended so that:

- CBS contributed $30.0 million in rate card advertising through October 2002
instead of $50.0 million;
- the CBS license was extended for three years to October 29, 2005;
- the royalties were modified from 30% of advertising revenue to approximately
8% of all revenue other than revenue attributable to DBC and certain other
revenue; and
- DBC's service obligation was extended three years to October 29, 2005.
However, the Subscriber Payments obligation will expire in October 2002. In
addition, Subscriber Payments were subject to certain limitations.



Results of Operations



Due to the creation of the MarketWatch.com business on October 29, 1997, our
December 31, 1997 statement of operations data includes information reflecting
the ten-month period of the predecessor business ending October 28, 1997 (the
"Ten-Month Period") and the two-month period of the MarketWatch.com business
ended December 31, 1997 (the "Two-Month Period"). In order to provide a
meaningful basis for comparing the years ended December 31, 1999, December 31,
1998 and December 31, 1997, the Ten-Month Period has been combined with the Two-
Month Period for purposes of the following discussion and analysis.

`MarketWatch.com   MarketWatch
                                  ---------------------   .com/DBC
                                        Years ended     Online/News
                                        December 31,     Year ended
                                  --------------------- December 31,
                                     1999       1998        1997
                                  ---------- ---------- ------------
                                             (in thousands)
Net revenues:
  Advertising....................   $18,033     $5,115       $1,010
  Licensing......................     5,262      1,285          210
  Other..........................     1,640        627          582
                                  ---------- ---------- ------------
       Total net revenues........    24,935      7,027        1,802
Cost of revenues.................     9,901      2,837          808
                                  ---------- ---------- ------------
       Gross profit..............    15,034      4,190          994
                                  ---------- ---------- ------------
Operating expenses:
  Product development............     4,762      1,468        1,071
  General and administrative.....     8,948      3,429        1,191
  Sales and marketing............    33,430     11,547          196
  Purchased in-process research
    and development..............       200         --         --
  Amortization of goodwill
    and intangibles..............    29,984         --         --
                                  ---------- ---------- ------------
       Total operating expenses..    77,324     16,444        2,458
                                  ---------- ---------- ------------
         Loss from operations....   (62,290)   (12,254)      (1,464)
Interest income (expense).            1,412       (159)        (181)
                                  ---------- ---------- ------------
       Loss before income tax
          benefit................   (60,878)   (12,413)      (1,645)
Income tax benefit........               --         --          621
                                  ---------- ---------- ------------
       Net loss..................  ($60,878)  ($12,413)     ($1,024)
                                  ========== ========== ============



                                      MarketWatch.com   MarketWatch
                                  ---------------------   .com/DBC
                                        Years ended     Online/News
                                        December 31,     Year ended
                                  --------------------- December 31,
                                     1999       1998        1997
                                  ---------- ---------- ------------
                                    (as a percentage of net revenues)
Net revenues:
  Advertising....................        72 %       73 %         56 %
  Licensing......................        21         18           12
  Other..........................         7          9           32
                                  ---------- ---------- ------------
       Total net revenues........       100        100          100
Cost of revenues.................        40         40           45
                                  ---------- ---------- ------------
       Gross profit..............        60         60           55
                                  ---------- ---------- ------------
Operating expenses:
  Product development............        19         21           59
  General and administrative.....        36         49           66
  Sales and marketing............       134        164           11
  Purchased in-process research
    and development..............         1         --         --
  Amortization of goodwill
    and intangibles..............       120         --         --
                                  ---------- ---------- ------------
       Total operating expenses..       310        234          136
                                  ---------- ---------- ------------
         Loss from operations....      (250)      (174)         (81)
Interest income (expense).                6         (2)         (10)
                                  ---------- ---------- ------------
       Loss before income tax          (244)      (176)         (91)
Income tax benefit........               --         --           34
                                  ---------- ---------- ------------
       Net loss..................      (244)%     (176)%        (57)%
                                  ========== ========== ============`

The results of operations for DBC Online/News reflect the
carve-out historical results of operations of the online and news businesses of
DBC prior to the formation of MarketWatch.com. These results of operations
include all revenues and costs directly attributable to the DBC Online/News
Business, including costs for facilities, functions and services used by the
business at shared sites and allocations of costs for certain administrative
functions and services performed by centralized departments within DBC. Costs
have been allocated based on DBC management's estimate of the costs that would
have been incurred if the DBC Online/News Business had been a separate
entity.



The following are descriptions of the components of revenues and expenses:

- Advertising revenues consist primarily of sales of on-line advertising on
our Web properties, sponsorships and business to business e-commerce agreements.
We offer our advertisers a variety of creative opportunities including editorial
sidebars, banners, animated banners and headers, and email sponsorship.  The
addition of the bigcharts.com, aol.marketwatch.com and the money section of
IWon.com Web properties, along with the significant increase in
cbs.marketwatch.com traffic, has grown our online inventory and provided us the
opportunity to sell a greater array of advertising products to our
customers.
- Licensing revenues consist of license and news revenue.  License revenues
consists of fixed monthly amounts related to the license of charting technology
and news content that are recognized ratably over the term of the licensing
agreement or amounts based on the number of subscribers that use the service
each month. News revenues are derived from the sale of news content to third
parties and subscription payments from DBC for use of our news. Prior to the
formation of the LLC, DBC Online/News did not charge DBC for this news.
- Other revenues consist of revenues from our television and radio shows and
subscription revenues.  MarketWatch produces a weekend television program
distributed to 15 CBS affiliates and daily radio broadcast distributed to over
70 stations on the Westwood One Radio Network.  MarketWatch shares in the
advertising revenues earned through the sale of advertising space during
MarketWatch television programming sold by the CBS sales force. Subscription
revenues are from the sale of subscriptions to DBC's MarketWatch RT and
MarketWatch Live products and not from the sale of any proprietary services of
MarketWatch.
- Cost of revenues include compensation and benefits for news reporters and
editors, royalties payable to CBS and content providers, Web site infrastructure
costs internally and allocated from DBC, exchange fees, amortization of
technology associated with the BigCharts purchase, and beginning in 1998, the
cost of serving ads by DoubleClick. Web infrastructure costs include
communications lines, bandwidth costs, computer equipment, and DBC and
MarketWatch network operations personnel costs. All these costs are necessary to
support licensing, advertising and other revenue streams. Allocation of costs
between each revenue stream has not been made since substantially all costs
would continue to be incurred if we did not have either licensing, advertising
or other revenue.  Cost of revenues for subscriptions includes exchange fees,
communication lines and royalties paid to DBC.
- Product development expenses are primarily compensation and benefits for Web
site developers, designers and engineers to maintain the sites; expenses for
contract programmers and developers; equipment costs and data source fees.
- General and administrative expenses consist primarily of compensation and
benefits for finance, business development and administrative personnel,
allocations from DBC for administrative services, occupancy costs, professional
fees, depreciation and charges for bad debts.
- Sales and marketing costs consist primarily of promotion and advertising
provided by CBS beginning in 1998, cash advertising and compensation, benefits
and sales commissions to our direct sales force.



Net Revenues



Net revenues increased by 256% to $24.9 million for the year ended December
31, 1999 from $7.0 million for the year ended December 31, 1998 and increased
289% comparing net revenues for the year ended December 31, 1998 to the same
period in 1997. The increases are due primarily to the increase in the number of
banner and sponsorship ads placed on our Web sites and, in 1999, the increase in
licensing revenue associated with the purchase of BigCharts in June 1999. The
increase in advertising revenues was caused by several interrelated factors,
including the following:

- Greater number of advertisers;
- Increase in ad buys from existing customers;
- Increase in users of our Web sites and resultant page views with
advertisements contained on those pages;
- Increase in size and productivity of our direct sales force; and

- Greater flexibility and sophistication of advertising packages offered to
advertisers.



Substantially all of our customers purchase advertising under short term
contracts. Customers can cease advertising on short notice without penalty.
Advertising revenues would be adversely affected if we were unable to renew
advertising contracts with existing customers or obtain new customers. We expect
to continue to derive a majority of net revenues from selling advertisements.
The market for Web advertising is intensely competitive, and advertising rates
could be subject to pricing pressure in the future. If we are forced to reduce
advertising rates or experience lower revenue per thousand impressions, or
"CPMs," across our Web sites or click-through advertising rates as a
result of such competition or otherwise, future revenues could be adversely
affected.

Revenues from barter transactions, in accordance with the provisions of
Accounting Principles Board Opinion No. 29 ("APB 29"), are recognized during the
period in which the advertisements are displayed on the Company's Web sites.
Under the provisions of APB 29, barter transactions are recorded at the fair
value of the goods or services received. The Company has not recorded any
revenues or related expenses for these transactions, since the value cannot be
objectively determined with any degree of reliability.



Cost of Revenues



Cost of revenues increased by 254% to $9.9 million for the year ended
December 31, 1999 from $2.8 million for the year ended December 31, 1998 and
increased 250% comparing the year ended December 31, 1998 to the same period in
1997. Cost of revenues increased due to the addition of news reporters and
editors, additional network communications lines and personnel to accommodate
increased traffic on our Web sites, DoubleClick costs to serve advertisements on
the site, and royalties paid to CBS. As a percentage of net revenues, cost of
revenues were 40% for the years ended December 31, 1999 and 1998, and 45% in the
same period in 1997. Cost of revenues is expected to increase in absolute
dollars in the future as a result of increases in the royalties payable to CBS;
our intention to increase the number of editorial staff; initial costs in excess
of revenues related to broadcast and broadband products; and addition of
equipment and bandwidth costs to support increased traffic on our Web sites.



Operating Expenses



Since inception, operating expenses have increased significantly to reflect
the costs associated with the growth and development of MarketWatch.com and our
Web sites, in addition to the BigCharts acquisition. We continue to be
substantially dependent on DBC for many of our financial, administrative and
operational services and related support functions. We plan to implement
independent financial, operational and management systems and controls, and
reporting systems and procedures to support the continued expansion of our
operations and discontinue DBC services eventually. As a consequence, we expect
to continue to increase expenditures in all operating areas to support our
planned growth and the development of our infrastructure.



Product Development



Product development expenses increased by 220% to $4.8 million for the year
ended December 31, 1999 from $1.5 million for the year ended December 31, 1998
and increased 36% comparing the year ended December 31, 1998 with the same
period in 1997. Product development expenses increased due to increased
headcount and, in 1999, the purchase of BigCharts and associated expenses, as
well as costs associated with the amortization of deferred compensation in the
first six months of 1999. As a percentage of net revenues, product development
expenses were 19%, 21% and 59% for the years ended December 31, 1999, 1998 and
1997, respectively. The decrease as a percentage of net revenues occurred as net
revenues grew more quickly than personnel costs. In absolute dollars, we expect
to continue to increase product development expenditures to maintain and enhance
our Web sites and product offerings.



General and Administrative



General and administrative expenses increased by 162% to $8.9 million for the
year ended December 31, 1999 from $3.4 million for the year ended December 31,
1998 and increased 183% comparing the year ended December 31, 1998 with the same
period in 1997. As a percentage of net revenues, general and administrative
costs were 36%, 49% and 66% for the years ended December 31, 1999, 1998 and
1997, respectively. General and administrative expenses increased in absolute
dollars due to increased headcount, occupancy, legal and consulting expenses, as
well as costs associated with the amortization of deferred compensation in 1999.
In addition, 1999 included increased personnel and costs related to being a
public company, as well as increased costs as a result of the purchase of
BigCharts, including, among others, travel expenses, directors and officers
liability insurance expense, and professional service fees. The absolute dollar
level of general and administrative expense is expected to increase in future
periods as a result of an increase in personnel and costs to support our
intention to implement independent financial and management systems.

Sales and Marketing



Sales and marketing expenses increased by 190% to $33.4 million for the year
ended December 31, 1999 from $11.5 million for the year ended December 31, 1998,
and increased from $196,000 for the year ended December 31, 1997. As a
percentage of net revenues, sales and marketing expenses were 134%, 164% and 11%
for the years ended December 31, 1999, 1998 and 1997, respectively. The decrease
as a percentage of net revenues in 1999 and 1998 occurred as revenue grew more
rapidly than advertising spending and personnel costs. Sales and marketing
expenses increased in absolute dollars due to a number of factors including:

- An increase in amortization of promotions and advertising contributed by CBS
in 1999 and 1998;
- Development of our direct sales force in 1998, growth of our direct sales
force in 1999 and increased sales commissions from higher advertising
sales;
- An increase in purchases of Web banner ads to promote our products and
services;
- An increase in purchases of traditional print and broadcast advertising in
1999 to promote our products and services; and,
- An increase in distribution partners and related payments in 1999.



We record an expense at the time the in-kind advertising and promotion is
provided by CBS under our agreement with CBS based on the rate card value of the
advertising. Non-cash advertising expense relating to services provided by CBS
was $14.0 million, $7.1 million and none for the years ended December 31, 1999,
1998 and 1997, respectively.



Sales and marketing expenses are expected to continue to increase in absolute
dollars as we continue to build our direct sales organization and to pursue an
aggressive brand-building strategy through advertising and distribution.



Amortization of Intangibles



In connection with the purchase of BigCharts, MarketWatch paid $157.5
million. Of the purchase price, $200,000 was for in-process research and
development, which was expensed in full upon completion of the acquisition in
June 1999, and $152.5 million and $3.6 million was allocated to goodwill and
intangibles, respectively. Goodwill is being amortized over three years, and
intangibles are being amortized over periods ranging from one and one half to
three and one half years.

Interest Income (Expense)



Interest income of $1.4 million for the year ended December 31, 1999
resulted from income earned on the proceeds from our initial public offering.
Interest expense of $159,000 and $181,000 for the years ended December 31, 1998
and 1997, respectively, resulted from borrowings from DBC.



Liquidity and Capital Resources



Since inception on October 29, 1997, we have funded our operations primarily
from cash contributed and advanced by DBC, revenues from advertising sales and
the proceeds of our initial public offering. DBC contributed capital of $218,000
during the period from inception (October 29, 1997) through December 31, 1997
and $1.8 million during the year ended December 31, 1998. At December 31, 1999,
cash, cash equivalents and short-term investments totaled $14.5 million compared
to $140,000 at December 31, 1998.



Cash used in operating activities was $19.1 million for the year ended
December 31, 1999 and $4.4 million for the year ended December 31, 1998.  The
cash used in 1999 was primarily due to a net loss of $60.9 million, offset by
non-cash charges of $14.0 million for advertising provided by CBS, $32.2

million in depreciation of property and equipment and amortization of
goodwill and intangibles, and a write-off of in-process research and development
of $200,000. Significant uses of cash in operations for the year ended December
31, 1999 include costs associated with increased sales and marketing
activities

to establish and promote our products and services and costs of directors and
officers' insurance premiums incurred as a result of becoming a public company.

Cash used in operating activities was $4.4 million for the year ended
December 31, 1998 compared to $205,000 for the period from inception (October
29, 1997) through December 31, 1997. Significant uses of cash in operations for
the year ended December 31, 1998 include costs associated with increased sales
and marketing activities to establish and to promote our products and services
and increased accounts receivable and deferred offering costs, offset by accrued
expenses for the costs of our initial public offering.



Cash used in investing activities was $16.5 million for the year ended
December 31, 1999 and consisted primarily of the purchase of short-term
investments, the purchase of BigCharts, and capital expenditures. The BigCharts
purchase included a cash payment of $6.0 million to stockholders and financial
advisors of BigCharts, and $1.5 million in acquisition costs.

Cash used in investing activities was $1.1 million for the year ended
December 31, 1998 and $13,000 for the period from inception (October 29, 1997)
through December 31, 1997 and primarily reflects the purchase of property and
equipment. Capital expenditures were primarily for computer hardware and
leasehold improvements related to leased facilities and are expected to increase
in future periods. We have experienced a substantial increase in capital
expenditures and operating lease arrangements since inception, which is
consistent with increased staffing, and further increases in capital
expenditures are expected in the future.



Cash provided by financing activities was $45.0 million for the year ended
December 31, 1999 and primarily reflected the proceeds from the initial public
offering in January 1999 of 3,162,500 shares of common stock at $17 per share
with proceeds of $43.9 million net of underwriting and offering expenses and the
repayment of amounts owed to DBC. Cash provided by financing activities was $5.7
million for

the year ended December 31, 1998 and $218,000 for the period from inception
(October 29, 1997) through December 31, 1997 which primarily reflected
contributions and advances from DBC.



As of December 31, 1999, commitments under noncancellable operating leases
totaled $2.9 million through December 31, 2004.   We have entered into certain
agreements with Yahoo!, Inc. ("Yahoo!") and America Online, Inc.
("AOL") to make  payments for advertising and slotting over the next
three years. In addition, we are obligated to pay Yahoo! a fee based on the
amount of traffic directed to our Web site each month through the expiration of
the agreement in August 2000 at which time we intend to negotiate a similar
agreement. As of December 31, 1999, we are committed to pay $7.0 million to AOL
over the next three years and a minimum of $1.6 million to Yahoo! in 2000.

To date, we continue to be substantially dependent on DBC for our financial
and operational services and related support functions. We believe the
implementation of an independent accounting system; financial, operational and
management systems and controls; and reporting systems and procedures will be
necessary to support the continued expansion of our operations. As a
consequence, we intend to expend working capital to support the development of
infrastructure.

Under the terms of the LLC Agreement between CBS and DBC and, subsequently, a
credit agreement between MarketWatch.com and DBC, DBC agreed to advance us up to
an aggregate of $5.0 million on a revolving basis through October 29, 2000.
Borrowings will bear interest at a variable rate per annum equal to The Chase
Manhattan Bank's prime rate plus 2% and are due on October 29, 2000. As of
December 31, 1999, there were no advances from DBC under this credit agreement.
A portion of the net proceeds from our initial public offering was used to repay
all outstanding advances from DBC.

On March 28, 2000, the Company entered into an agreement with DBC and CBS
under which DBC and CBS will each purchase an additional 1,136,814 shares of the
Company's common stock.  In exchange for the shares, DBC will pay $43.0 million
in cash, and CBS will pay $13.0 million in cash and $30.0 million in rate card
advertising and promotion over the next two years. The agreement is to close
upon satisfaction of all antitrust regulatory requirements and the customary
closing conditions.

We believe that the net proceeds from our initial public offering, together
with cash from operations, our credit agreement with DBC, and our recent
financing commitment of $86 million from CBS and DBC, will be sufficient to meet
our anticipated cash needs for working capital and capital expenditures for at
least the next 12 months. We may need to raise funds sooner if we acquire any
additional businesses, products or technologies. If additional funds were raised
through the issuance of equity securities, the percentage ownership of our then-
current stockholders would be reduced. However, if CBS or DBC elects to maintain
its percentage interest pursuant to the exercise of the purchase right under its
stockholders' agreements, then CBS or DBC would not necessarily suffer a
reduction in its ownership. Furthermore, such equity securities might have
rights, preferences, or privileges senior to those of our common stock.

Year 2000

To date, we have not experienced any significant year 2000 related problems
with our internally developed software or our third-party supplied software and
computer systems, and we are not aware of any failure of our systems or of our
third-party suppliers to be year 2000 compliant that could significantly impact
our business or operations.

Item 7A.	Quantitative and Qualitative Disclosures About
Market Risk



Interest rate sensitivity. The primary objective of
our investment activities is to preserve principal while maximizing the income
we receive from our investments without significantly increasing risk. Some of
the securities that we have invested in may be subject to market risk. This
means that a change in prevailing interest rates may cause the principal amount
of the investment to fluctuate. For example, if we hold a security that was
issued with a fixed interest rate at the then-prevailing rate and the prevailing
interest rate later rises, the principal amount of our investment will probably
decline. To minimize this risk, we maintain our portfolio of cash in money
market funds and short-term investments classified as "available for sale". In
general, money market funds and short-term investments are not subject to market
risk because the interest paid on such funds fluctuates with the prevailing
interest rate. As of December 31, 1999, all of our investments mature in less
than one year.



Exchange rate sensitivity. We consider our exposure to foreign
currency exchange rate fluctuations to be minimal, as we do not have any sales
denominated in foreign currencies. We have not engaged in any hedging
transactions to date.

Item 8:	Consolidated Financial Statements and Supplementary Data



Index to Consolidated Financial Statements











> Reports of Independent  Accountants

Consolidated Balance Sheets as of December 31, 1999 and  1998



Consolidated Statements of Operations for the years ended
 December 31, 1999 and 1998, and the period from inception
 (October 29, 1997) through December 31, 1997 and for DBC
 Online/News for the period from January 1, 1997 through
  October 28,  1997



Consolidated Statements of Stockholders' Equity
(Deficiency) for the years
 ended December 31, 1999 and 1998, and the period from inception
(October 29, 1997) through December 31, 1997



Consolidated Statements of Cash Flows for the years ended
   December 31, 1999 and 1998, and the period from inception
 (October 29, 1997) through December 31, 1997 and for DBC Online/News
 for the period from January 1, 1997 through October 28, 1997



Notes to Consolidated Financial  Statements

---



REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholders

of MarketWatch.com, Inc.



In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, stockholders' equity (deficiency) and
cash flows present fairly, in all material respects, the financial position of
MarketWatch.com, Inc. at December 31, 1999 and December 31, 1998, and the
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1999 and for the period from inception (October 29,
1997) through December 31, 1997 in conformity with accounting principles
generally accepted in the United States.  These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audit.  We conducted our
audit of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for the opinion expressed
above.









PricewaterhouseCoopers LLP



San Jose, California
February 9, 2000
Except as to Note 10, which is as of March 28, 2000











REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors
of Data Broadcasting Corporation

In our opinion, the accompanying statements of operations and of cash flows
present fairly, in all material respects, the results of operations and cash
flows of the DBC Online/News Business, a division of Data Broadcasting
Corporation, for the period from January 1, 1997 through October 28, 1997 in
conformity with accounting principles generally accepted in the United States.
These financial statements are the responsibility of the Business' management;
our responsibility is to express an opinion on these financial statements based
on our audits.  We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for the opinion expressed above.









PricewaterhouseCoopers LLP

San Jose, California
June 15, 1998

---

**MARKETWATCH.COM, INC.
                         CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share amounts)**

`December 31,
                                                          ---------------------
                                                             1999       1998
                                                          ---------- ----------
                               ASSETS
Current assets:
  Cash and cash equivalents..............................    $9,500       $140
  Short term investments.................................     4,979         --
  Accounts receivable, net of allowances for
     bad debts of $280 and $226,
     respectively........................................     8,073      1,586
  Prepaid expenses.......................................     3,699          2
                                                          ---------- ----------
          Total current assets...........................    26,251      1,728
Property and equipment, net..............................     5,035        932
Intangible assets........................................     2,683         --
Goodwill.................................................   122,840         --
Deferred offering costs..................................        --      1,816
Other assets.............................................        46         11
                                                          ---------- ----------
          Total assets...................................  $156,855     $4,487
                                                          ========== ==========

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
  Accounts payable.......................................    $3,948     $1,969
  Accrued expenses.......................................     3,415      1,688
  Deferred revenue.......................................       344         14
  Advances from DBC......................................         --     3,946
                                                          ---------- ----------
          Total current liabilities......................     7,707      7,617
                                                          ---------- ----------
Commitments and contingencies (Note 8)
Stockholders' equity (deficiency):
  Preferred stock, $.01 par value; 5,000,000 shares
     authorized; no shares issued and outstanding........        --         --
  Common stock, $.01 par value; 30,000,000 shares
     authorized; 13,926,677 shares and 9,000,000
     shares issued and outstanding at December 31,
     1999 and 1998, respectively.........................       139         90
  Additional paid-in capital.............................   231,746     53,366
  Deferred compensation..................................      (413)    (1,144)
  Contribution receivable................................    (8,952)   (42,948)
  Accumulated deficit....................................   (73,372)   (12,494)
                                                          ---------- ----------
          Total stockholders' equity (deficiency)........   149,148     (3,130)
                                                          ---------- ----------
          Total liabilities and stockholders' equity.....  $156,855     $4,487
                                                          ========== ==========`

**The accompanying notes are an integral part of these consolidated financial statements.**

---

**MARKETWATCH.COM, INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                         (in thousands, except per share data)**

`DBC ONLINE/
                                           MARKETWATCH.COM             NEWS(1)
                                  ---------------------------------- ------------
                                                         Inception
                                                        (October 29,  January 1,
                                        Years ended        1997)         1997
                                        December 31,      through      through
                                  --------------------- December 31, October 28,
                                     1999       1998        1997         1997
                                  ---------- ---------- ------------ ------------
Net revenues:
  Advertising....................   $18,033     $5,115         $320         $690
  Licensing......................     5,262      1,285          210           --
  Other..........................     1,640        627          100          482
                                  ---------- ---------- ------------ ------------
       Total net revenues........    24,935      7,027          630        1,172
Cost of revenues..........            9,901      2,837          148          660
                                  ---------- ---------- ------------ ------------
       Gross profit..............    15,034      4,190          482          512
                                  ---------- ---------- ------------ ------------
Operating expenses:
  Product development............     4,762      1,468          186          885
  General and administrative.....     8,948      3,429          248          943
  Sales and marketing............    33,430     11,547          129           67
  Purchased in-process research
    and development..............       200         --          --           --
  Amortization of goodwill
    and intangibles..............    29,984         --          --           --
                                  ---------- ---------- ------------ ------------
       Total operating expenses..    77,324     16,444          563        1,895
                                  ---------- ---------- ------------ ------------
Loss from operations.............   (62,290)   (12,254)         (81)      (1,383)
Interest income (expense), net...     1,412       (159)         --          (181)
                                  ---------- ---------- ------------ ------------
Loss before income tax benefit...   (60,878)   (12,413)         (81)      (1,564)
Income tax benefit...............        --         --          --           621
                                  ---------- ---------- ------------ ------------
Net loss.........................  ($60,878)  ($12,413)        ($81)       ($943)
                                  ========== ========== ============ ============
Basic and diluted net loss per
  share..........................    ($4.68)    ($1.38)      ($0.01)
                                  ========== ========== ============
Shares used in the calculation
  of basic and diluted net loss
  per share......................    13,004      9,000        9,000
                                  ========== ========== ============`

**The accompanying notes are an integral part of these consolidated financial statements.**

---

**MARKETWATCH.COM, INC.
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                         (In thousands, except share data)**

`Common Stock
                               ------------------
                                            Par   Additional Deferred  Contribu-    Accumu-
                                           Value   Paid-in    Compen-     tion       lated
                                 Shares   Amount   Capital    sation   Receivable   Deficit      Total
                               ---------- ------- ---------- --------- ---------- ------------ ----------
Capital contribution
  receivable from DBC upon
  formation...................        --    $ --     $2,000     $  --    ($2,000)     $   --      $  --
Capital contribution
  receivable from CBS upon
  formation...................        --      --     50,000        --    (50,000)         --         --
Issuance of shares to DBC and
  CBS at formation............ 9,000,000      90        (90)       --         --          --         --
Cash contribution received
  from DBC....................        --      --         --        --        218          --         218
Fair value of services
  provided by DBC to the
  Company.....................        --      --         15        --         --          --          15
Net loss......................        --      --         --        --         --          (81)       (81)
                               ---------- ------- ---------- --------- ---------- ------------ ----------
Balances, December 31, 1997... 9,000,000      90     51,925        --    (51,782)         (81)       152
Cash contribution received
  from DBC....................        --      --         --        --      1,782          --       1,782
Issuance of compensatory
  stock options to employees..        --      --      1,391    (1,391)        --          --         --
Amortization of deferred
  compensation................        --      --         --       247         --          --         247
Fair value of services
  provided by DBC.............        --      --         50        --         --          --          50
Advertising received from
  CBS.........................        --      --         --        --      7,052          --       7,052
Net loss......................        --      --         --        --         --      (12,413)   (12,413)
                               ---------- ------- ---------- --------- ---------- ------------ ----------
Balances, December 31, 1998... 9,000,000      90     53,366    (1,144)   (42,948)     (12,494)    (3,130)
Issuance of common stock,
  net of issuance costs,
  pursuant to the initial
  public offering............. 3,162,500      31     47,832        --         --          --      47,863
Issuance of common stock
  pursuant to the purchase
   of BigCharts............... 1,589,138      16    149,539        --         --          --     149,555
Issuance of common stock
   upon exercise of
   options....................   175,039       2        830        --         --          --         832
Amortization of deferred
  compensation................        --      --         --       621         --          --         621
Compensation and other
  expenses related to
  option grants...............        --      --        179       110         --          --         289
Reduction in CBS advertising
  contribution................        --      --    (20,000)       --     20,000          --          --
Advertising received from
  CBS.........................        --      --         --        --     13,996          --      13,996
Net loss......................        --      --         --        --         --      (60,878)   (60,878)
                               ---------- ------- ---------- --------- ---------- ------------ ----------
Balances, December 31, 1999... 13,926,677   $139   $231,746     ($413)   ($8,952)    ($73,372)  $149,148
                               ========== ======= ========== ========= ========== ============ ==========`

**The accompanying notes are an integral part of these consolidated financial statements.**

---

**MARKETWATCH.COM, INC.
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (In thousands)**

`DBC ONLINE/
                                              MARKETWATCH.COM          NEWS(1)
                                     -------------------------------  ----------
                                                          Inception
                                                         (October 29, January 1,
                                         Years ended        1997)        1997
                                         December 31,      through     through
                                     ------------------- December 31, October 28,
                                       1999      1998       1997         1997
                                     --------- --------- -----------  ----------
Cash flows used in operating
  activities:
  Net loss.......................... ($60,878) ($12,413)       ($81)      ($943)
  Adjustments to reconcile net loss
     to net cash used in operating
     activities:
     Provision for bad debt.........      280       216          10          --
     Depreciation and
       amortization.................   32,287       470         --           86
     Deferred income taxes..........       --        --         --          (73)
     Noncash charges from
       stockholders.................   13,996     7,102          15          --
     In process research and
       development write off........      200        --         --           --
     Changes in operating assets
       and liabilities:
       Accounts receivable..........   (6,064)   (1,578)       (234)          4
       Prepaid expenses and other
          current assets............   (3,641)      (13)        --          (64)
       Deferred offering costs......       --    (1,816)        --           --
       Accounts payable and accrued
          expenses..................    4,470     3,583          75          14
       Deferred revenue.............      215         4          10           2
                                     --------- --------- -----------  ----------
          Net cash used in operating
            activities..............  (19,135)   (4,445)       (205)       (974)
                                     --------- --------- -----------  ----------
Cash flows used in investing
  activities:
  Purchase of short term
     investments....................  (15,248)        --        --           --
  Sale of short term
     investments....................   10,269         --        --           --
  Purchase of property and
     equipment......................   (4,022)   (1,143)        (13)        (90)
  Acquisition of business, net
     of cash acquired...............   (7,476)        --        --           --
                                     --------- --------- -----------  ----------
                                      (16,477)   (1,143)        (13)        (90)
                                     --------- --------- -----------  ----------
Cash flows provided by financing
  activities:
  Issuance of common stock..........   48,918         --        --
  Contributions from DBC............       --     1,782         218          --
  Advances from DBC.................   (3,946)    3,946         --        1,064
                                     --------- --------- -----------  ----------
          Net cash provided by
            financing activities....   44,972     5,728         218       1,064
                                     --------- --------- -----------  ----------
Net change in cash..................    9,360       140         --           --
Cash and cash equivalents
  at beginning of period............      140        --         --           --
                                     --------- --------- -----------  ----------
Cash and cash equivalents
  at end of period..................   $9,500      $140     $   --       $   --
                                     ========= ========= ===========  ==========`

**The accompanying notes are an integral part of these consolidated financial statements.**

---

**MARKETWATCH.COM, INC.
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

Note 1 - Organization and Nature of Business



Organization and Principles of Consolidation

The consolidated financial statements include the accounts of
MarketWatch.com, Inc., and its majority owned controlled subsidiary. All
significant inter-company balances and transactions have been eliminated in
consolidation.

The Company operates as one segment.

The Company



MarketWatch.com, Inc. (the "Company"), a leading Web-based provider of
comprehensive, real-time, business news, financial programming and analytic
tools, was formed on October 29, 1997 in the state of Delaware as a limited
liability company and was jointly owned by Data Broadcasting Corporation ("DBC")
and CBS Broadcasting Inc. ("CBS") (collectively, the "Members"), with each
member owning a 50% interest in the Company.



In connection with the formation of the limited liability company, the
Company, CBS and DBC entered into a contribution agreement (the "Contribution
Agreement"), under which DBC contributed to the Company $218,000 in cash upon
consummation of the Contribution Agreement, $1.8 million in cash in 1998 and
DBC's existing "Online/News" business, which primarily consisted of customer
contracts and intellectual property, in return for its ownership interest. CBS
agreed to provide $50.0 million of rate card amount advertising and promotions
over a period of five years in return for its ownership interest. Under the
terms of the Stockholders' Agreement, the $50.0 million rate card amount was
revised to $30.0 million upon completion of our initial public offering (see
Note 3).



In addition, CBS and the Company entered into a license agreement dated
October 29, 1997 (the "License Agreement") where CBS, in exchange for 30% of net
advertising revenue, as defined, granted to the Company the non-exclusive right
and license to use certain CBS news content and registered trademarks, including
the CBS "Eye" design, for five years ending October 29, 2002, subject to
termination on the occurrence of certain events. In addition to the agreements
above, the Company entered into a services agreement with DBC (the "Services
Agreement"). Under the terms of the Services Agreement, DBC charges the Company
for certain general services, the Company receives payment from DBC for

supplying news and the Company receives a fee for licensing MarketWatch RT
and MarketWatch Live.



In January 1999, the Company completed an initial public offering ("IPO") of
3,162,500 shares of common stock at $17.00 per share. Total proceeds to the
Company were approximately $47.8 million, net of offering costs. Immediately
prior to the completion of the IPO, the Company was reorganized from a limited
liability company to a corporation. All share and per share data have been
retroactively adjusted to reflect the reorganization.



Effective June 9, 1999, the Company completed its acquisition of
BigCharts.com, Inc. ("BigCharts"), a Minnesota corporation, for $6.0 million in
cash, $110.9 million worth of MarketWatch common stock, and $38.6 million worth
of options to purchase MarketWatch common stock which are issuable upon exercise
of options to purchase BigCharts common stock assumed in the merger. BigCharts
is a leading provider of licensed online financial charting content to
electronic brokers, financial publishers and portals.



The accompanying consolidated financial statements and related notes also
reflect the carve-out historical results of operations and cash flows of the
online and news business ("DBC Online/News" or "Business") of Data Broadcasting
Corporation ("DBC"). The Statement of Operations includes all revenues and costs
directly attributable to DBC Online/News, including costs for facilities,
functions and services used by the Business at shared sites and allocations of
costs for certain administrative functions and services performed by centralized
departments within DBC. Costs have been allocated to the Business based on DBC
management's estimate of costs attributable to the operation of the online and
news business. Such costs are not necessarily indicative of the costs that would
have been incurred if DBC Online/News had been a separate entity.



Accounting for the Initial Capitalization of the Company



The Company has recorded DBC's equity contributions under the Contribution
Agreement at the value of the cash contributed. DBC's contribution of the
intellectual property of the Online/News business has been recorded at its
historical carrying amount, which was zero. DBC contributed none of the tangible
assets or liabilities of the Online/News business; only intellectual property.
The Company recorded the contribution of the Online/News business at its
historical carrying amount since the fair value of the business was not
objectively determinable by a corresponding contribution of monetary assets by
CBS.



As described above, CBS has committed to provide advertising and promotions
over a five-year period in return for its ownership position. The Company has
recorded the $50.0 million commitment by CBS as a contribution receivable and
reduces the receivable and records an expense based on the rate card amount of
the advertising and promotion during the period provided. Under the terms of the
Stockholders' Agreement, the Company recorded a $20.0 million reduction to the
contribution receivable and additional paid-in capital upon completion of the
IPO (See Note 3).



Note 2 - Summary of Significant Accounting Policies



Revenue Recognition



The Company generates its net revenues from three primary sources: the sale
of advertising on the Company's Web sites; the license of content; and other
revenues including television, radio, and subscription products.



Advertising revenue, derived from the sale of banner advertisements and
sponsorships on the Company's Web sites, is recognized using the lesser of the
ratio of impressions delivered over total guaranteed impressions or on a
straight line basis over the term of the contract in the period the advertising
is displayed, provided that no significant Company obligations remain and
collection of the resulting receivable is probable. Company obligations
typically include guarantees of a minimum number of "impressions" or times that
an advertisement is viewed by users of the Company's Web sites. Additionally,
certain sponsorship agreements provide links to third-party Web sites and
generate either fixed transaction fees for monthly access or variable fees,
which are dependent upon the number of transactions consummated at the third-
party Web site by linked customers. Such amounts are recognized as revenue in
the month earned.



Licensing revenues consist of license and news revenues.  License revenues
consists of fixed monthly amounts related to the license of charting technology
and news content that are recognized ratably over the term of the licensing
agreement or amounts based on the number of third-party Web site subscribers
that use the service each month. News revenues consist of the sale of news
content to third parties and the Subscriber Payments from DBC, which represent
fees from the sale to DBC by the Company of its news. Revenue related to the
sale of news is recognized in the month the services are provided.  Prior to the
formation of the LLC, DBC Online/News did not charge DBC for this news. After
its initial public offering, the Company continued to receive Subscriber
Payments from DBC subscribers, other than certain commercial subscribers.



Other revenues consist of revenue from our television and radio shows and
subscription revenues. The Company produces a weekend television program for
distribution on CBS affiliates and daily radio broadcasts for distribution by
Westwood One Radio Network to over 70 national affiliates at December 31, 1999.
The Company shares in the revenue earned through the sale by CBS sales forces of
advertising space during its television programming. Revenue for the television
program is recognized as the shows are aired and revenue is earned. Revenue for
the radio show is recognized ratably over the contract period. Radio revenues
are based on a percentage of advertising revenue that is sold by the affiliate
stations and aired during the Company's broadcast. Subscription revenue relates
to customer subscriptions to the DBC premium online services, MarketWatch RT and
MarketWatch Live, which provide subscribers access to real-time exchange data
and premium analytical products and are sold through the Company's Web sites.
Subscriptions are charged to customers' credit cards and are billed in advance
on a monthly basis. Revenue from subscriptions is recognized ratably over the
subscription period. Deferred revenues relate to subscription fees for which
amounts have been collected but for which revenue has not been recognized.



Revenues from barter transactions, in accordance with the provisions of
Accounting Principles Board Opinion No. 29 ("APB 29"), are recognized during the
period in which the advertisements are displayed on the Company's Web sites.
Under the provisions of APB 29, barter transactions are recorded at the fair
value of the goods or services received. The Company has not recorded any
revenue or related expenses from these transactions, since the value cannot be
objectively determined with any degree of reliability.



Cash and Cash Equivalents

The Company considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents.

Short Term Investments

The Company classifies all investments in accordance with Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities", which requires investment securities to be
classified as either held to maturity, trading or available-for-sale.  All of
the Company's investments are classified as available-for-sale and are stated at
fair market value, which approximates cost. Unrealized gains and losses are
immaterial for all periods presented.

As of December 31, 1999, the Company's short term investments consisted of
commercial paper of $5.0 million.  Contractual maturities of the Company's short
term investments are generally one year or less.

Property and Equipment



Property and equipment is recorded at cost and depreciated using the
straight-line method over its estimated useful life, ranging from three to five
years.  Leasehold improvements are amortized using the straight-line method over
the shorter of their useful lives or the remaining lease term.



Intangible Assets and Goodwill

The Company assesses the recoverability of its long term assets
by comparing the projected undiscounted net cash flows associated with those
assets against their respective carrying amounts.  Impairment, if any, is based
on the excess of the carrying amount over the fair value of those assets.  If it
became probable that the projected future undiscounted cash flows of acquired
assets were less than the carrying value of the goodwill, we would recognize an
impairment loss in accordance with the provision of Statement of Financial
Accounting Standards No. 121, "Accounting for Impairment of Long Lived
Assets and for Long Lived Assets to be Disposed of" (SFAS No. 121). In
addition, if the analysis warranted revised estimated useful lives, the Company
would adjust the lives of the assets in accordance with APB 17. No impairment
has been identified to date.

Net Loss per Share



The Company computes net loss per share in accordance with the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS
128") and SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under the provisions
of SFAS 128 and SAB 98, basic and diluted net loss per share is computed by
dividing the net loss available to common stockholders for the period by the
weighted average  number of common shares outstanding for the period. The
calculation of diluted net loss per share excludes all shares of common stock
issuable upon exercise of employee stock options as the effect of the exercise
would be antidilutive.



Product Development Costs



Costs attributable to the development of new products are expensed as
incurred. The Company develops software that enables users to access information
on its Web sites and subscription services. The Company adopted SOP 98-1 in
1999. Product development costs incurred in 1999 were primarily associated with
the maintenance of the site. In 1998, development costs incurred prior to
technological feasibility were expensed as incurred. Costs eligible for
capitalization have been immaterial for all periods presented.



Promotion and Advertising



Advertising costs are expensed as incurred. Promotion and advertising
provided by CBS under the Contribution Agreement are recognized as an expense
during the period in which the services are provided based on the rate card
value of such services (See Note 9).

Income Taxes



Income taxes are computed using the asset and liability method. Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial

reporting and tax bases of assets and liabilities and are measured using the
currently enacted tax rates and laws. A valuation allowance is provided for the
amount of deferred tax assets that, based on available evidence, are not
expected to be realized.

Use of Estimates



The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect amounts reported in the financial statements. Actual results could differ
from those estimates.



Concentrations of Credit Risk



Financial instruments that potentially subject the Company to a significant
concentration of credit risk consist primarily of cash and cash equivalents and
accounts receivable. Management deposits its cash with three financial
institutions. Management periodically performs credit evaluations of its
customers' financial condition and generally does not require collateral on
accounts receivable. Most of the Company's accounts receivable are derived from
Internet-related businesses. As of December 31, 1999, one customer comprised 11%
of gross accounts receivable. As of December 31, 1998, four customers comprised
21% of the gross accounts receivable balance. The fair value of accounts
receivable approximates cost due to their short-term nature.

Comprehensive Income

Effective January 1, 1998, the Company adopted the provisions of
SFAS No. 130, "Reporting Comprehensive Income," which establishes
standards for reporting comprehensive income and its components in financial
statements. Comprehensive income, as defined, includes all changes in equity
(net assets) during a period from non-owner sources.  During each of the three
years ended December 31, 1999, the Company has not had any significant
transactions that are required to be reported in comprehensive income.

Stock-Based Compensation



The Company accounts for its stock-based employee compensation agreements in
accordance with the provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and complies with the disclosure
provisions of Statement of Financial Accounting Standards No. 123, "Accounting
for Stock Based Compensation (SFAS No. 123)." In accounting for stock based
transactions with non-employees, the Company records compensation expense in
accordance with SFAS No. 123 and Emerging Issues Task Force 96-18,
"Accounting for Equity Instruments That are Issued to Other Than Employees
for Acquiring, or in Conjunction with Selling, Goods or Services".

Recently Issued Accounting Pronouncements

In March 1998, SOP 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use" was issued. SOP 98-1 establishes
the accounting for costs of software products developed or purchased for
internal use, including when these costs should be capitalized. We adopted SOP
98-1 in fiscal 1999. The adoption of this statement did not have a material
effect on our financial position, results of operations or cash flow.

In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activites," was issued. In July 1999, SFAS No.137, "Accounting
for Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FSAB Statement No. 133" was issued. We will be required to adopt
SFAS No. 133 in fiscal 2000. SFAS No. 133 establishes accounting and reporting
standards for derivative financial instruments and hedging activities related to
those instruments, as well as other hedging activities. Because we do not
currently hold any derivative instruments and do not engage in hedging
activities, we expect the adoption of SFAS No. 133 will not have a material
impact on our financial position, results of operations or cash flow.

Note 3 - Agreements with CBS and DBC

In January 1999, the Company entered into a Stockholders' Agreement
("Stockholders' Agreement"), under which CBS reduced the advertising commitment
from the Contribution Agreement to an aggregate rate card amount of $30.0
million in return for a change in the royalty rate payable under the License
Agreement, extension of the License Agreement to 2005 and modification to
certain non-competition provisions. Additionally, both CBS and DBC will have a
right of first refusal in the event either party desires to sell any securities
of the Company to a third party or if the Company issues new securities.

In addition, the Company and CBS entered into an Amended and Restated License
Agreement (the "Amended and Restated License") that superseded and replaced the
License Agreement and became effective immediately prior to the IPO. Under the
Amended and Restated License, in return for the right to use the CBS name and
logo as well as the CBS Television Network news content, the Company is
obligated to pay a royalty to CBS of: (i) during 1999 (a) 8% of Gross Revenues
in excess of $500,000 and up to and including $50.5 million and (b) 6% of Gross
Revenues in excess of $50.5 million; and (ii) in subsequent years through the
termination of the License Agreement on October 29, 2005 (a) 8% of Gross
Revenues up to and including $50.0 million and (b) 6% of Gross Revenues in
excess of $50.0 million.

CBS has the right to terminate the agreement in certain circumstances,
including breach of a material term or condition of the agreement, insolvency,
bankruptcy or other similar proceeding, discontinuance of use of the MarketWatch
logo without providing an acceptable substitute, or acquisition or issuance of
certain percentages of the Company's common stock or voting power by or to a CBS
competitor. In addition, CBS has retained significant editorial control over the
use and presentation of the CBS news content and the CBS logo and has the
ability to prevent the Company from displaying certain types of content, which
are unacceptable to CBS.

Gross Revenues means gross operating revenues that are derived from an
Internet service or Web site that:

- provides information or services of a financial nature; or
- uses the CBS trademarks licensed to the Company.

Gross Revenues excludes revenues from DBC, an amount equal to certain
commissions paid to sales representatives and an amount equal to certain
revenues attributable to an acquired company's results of operations for the 12
months prior to the acquisition.

The terms of the Amended and Restated License do not prohibit CBS from
licensing its name and logo to another Web site or Internet service that does
not have as its primary function and its principal theme and format the
delivering of comprehensive real-time or delayed stock market quotations and
financial news in the English language to consumers. CBS is also not prohibited
from licensing its news content to, or investing in, another Web site or
Internet service.

In January 1999, the Company and DBC entered into an Amended and Restated
Services Agreement (the "Amended Services Agreement"), which superseded and
replaced the Services Agreement. Under the Amended Services Agreement, DBC
provides the Company with hosting services, software programming assistance,
data feeds, communications lines, office space and related facilities, network
operations and Web site management services, as well as certain administrative
and engineering services if requested by the Company. The Amended Services
Agreement provides for DBC to grant the Company certain nonexclusive licenses to
its data and information feeds and provides for certain network Web site
hosting

performance standards. DBC also pays the Company a monthly per subscriber fee
ranging from $2.50 to $5.00, subject to a monthly minimum of $100,000 through
October 2002, for delivery of the Company's news to all DBC subscribers, as
defined. The Company is also required to pay DBC 25% and 75% of subscription
revenues for MarketWatch RT(TM) and MarketWatch Live(TM), respectively. The term
of the Amended Services Agreement will expire on October 29, 2005.

In January 1999, the Company and DBC entered into a Revolving Credit
Agreement (the "Credit Agreement") whereby DBC will be obligated to loan the
Company up to $5.0 million through October 2000. Borrowings under the Credit
Agreement are unsecured and bear interest at a variable rate per annum equal to
The Chase Manhattan Bank's prime rate plus 2%. All previous advances from DBC
under the Limited Liability Company Agreement of the LLC between CBS and DBC
(the "LLC Agreement") were included against the borrowings under the Credit
Agreement. As of December 31, 1999, the Company had no outstanding borrowings
under the Credit Agreement.

In January 1999, the Company, CBS and DBC entered into a Registration Rights
Agreement ("Registration Agreement"). CBS and DBC, and their affiliates and
permitted transferees were given certain registration rights for the securities
of the Company held by them under the Registration Agreement.



Note 4 - Balance Sheet Components



Property and equipment, net, consisted of the following (in thousands):

`December 31,
                                            ---------------------
                                               1999       1998
                                            ---------- ----------
Computers and equipment.....................   $5,066       $628
Leasehold improvements......................      762        300
Furniture and fixtures......................      787        228
                                            ---------- ----------
                                                6,615      1,156
Less accumulated depreciation and
  amortization..............................   (1,580)      (224)
                                            ---------- ----------
       Total property and equipment, net....   $5,035       $932
                                            ========== ==========`

Allowance for bad debts was as follows (in thousands):

`Years ended
                                                  December 31,
                                            ---------------------
                                               1999       1998
                                            ---------- ----------
Balance at beginning of period.............      $226        $10
Charged to expenses........................       280        216
Write-offs, net of recoveries...............     (226)       --
                                            ---------- ----------
Balance at end of period...................      $280       $226
                                            ========== ==========`

Prepaid expenses were as follows (in thousands):

`December 31,
                                            ---------------------
                                               1999       1998
                                            ---------- ----------
Prepaid marketing..........................$    3,045 $    --
Other......................................       654          2
                                            ---------- ----------
                                           $    3,699 $        2
                                            ========== ==========`

Accrued expenses and other liabilities were as follows
(in thousands):

`December 31,
                                            ---------------------
                                               1999       1998
                                            ---------- ----------
Accrued television production..............       509      --
Accrued royalty............................       492        307
Accrued compensation.......................     1,746      --
Accrued other...............................      668      1,381
                                            ---------- ----------
                                           $    3,415 $    1,688
                                            ========== ==========`

Note 5 - Business Acquisition



Effective June 9, 1999, the Company completed its acquisition of BigCharts,
Inc. ("BigCharts"), a Minnesota corporation, for $6.0 million in cash, $110.9
million worth of its Common Stock, and $38.6 million worth of its stock options.
The transaction was accounted for using the purchase method; accordingly, the
purchase price was allocated to the assets acquired and liabilities assumed
based on their fair market values at the date of acquisition. In connection with
the acquisition, in the second quarter of 1999, the Company recorded expenses of
$2.0 million primarily consisting of accounting and legal fees and other related
transactions costs. The following are unaudited pro forma condensed consolidated
results of operations for the Company and BigCharts on the basis that the
acquisition had taken place at the beginning of the periods presented. The
Company has not included a $200,000 charge for the write off of acquired in-
process technology in the pro forma net loss due to its non-recurring nature.
These results are not indicative of the actual results that would have occurred
had the action taken place at the beginning of the period (in thousands):



`Years ended December 31,
                                            ---------------------
                                               1999       1998
                                            ---------- ----------
                                                (unaudited)

Pro forma net revenues.....................   $26,765     $9,086
Pro forma net loss.........................   (82,558)   (65,172)
Pro forma net loss per share...............    ($5.87)    ($6.16)`

The total purchase price of $157.5 million was allocated to the fair value of
the assets acquired and liabilities assumed, identified intangible assets and
goodwill as follows (dollars in thousands):

`Expected
                                                          Life
                                            Allocation  (Years)
                                            ---------- ----------
Tangible assets............................    $1,914        --
Liabilities assumed........................      (656)       --
Intangible assets:
  Existing technology......................     2,000        2.0
  In-process technology....................       200        --
  Trademark................................       500        3.5
  Customer contacts........................       300        1.5
  Workforce................................       800        3.5
  Goodwill.................................   152,491        3.0
                                            ----------
       Total Purchase Price................  $157,549
                                            ==========`

The Company assesses the recoverability of its long term assets by comparing
the projected undiscounted net cash flows associated with those assets against
their respective carrying amounts. Impairment, if any, is based on the excess of
the carrying amount over the fair value of those assets. If it became
probable

that the projected future undiscounted cash flows of acquired assets were
less than the carrying value of the goodwill, we would recognize an impairment
loss in accordance with the provisions of SFAS No. 121. In addition, if the
analysis warranted revised estimated useful lives, the Company would adjust the
lives of the assets in accordance with APB 17. No impairment has been identified
to date.

Note 6 - Income Taxes



At December 31, 1999, the Company had federal and state net operating loss
carryforwards of approximately $37.0 million and $36.5 million, respectively,
available to offset future regular and alternative minimum taxable income. If
not used, the federal net operating losses will expire between 2010 and 2019.
The state net operating losses will expire between 2005 and 2009. The
availability of the net operating losses to offset future taxable income may be
limited as a result of ownership changes in 1999 and earlier years. The amount
of such limitation, if any, has not been determined.

The components of the net deferred tax assets and liabilities are presented
below (in thousands):

`December 31,
                                                                       1999
                                                                  ----------
Deferred tax assets:

Net operating loss carryforwards.................................$   14,720
Accruals and reserves............................................       205
Property and equipment...........................................     1,402
                                                                  ----------
      Total deferred tax assets..................................    16,327
Valuation allowance..............................................   (15,225)
                                                                  ----------
      Deferred tax assets........................................     1,102
                                                                  ----------
Deferred tax liabilities:

Intangible assets................................................    (1,069)
Other............................................................       (33)
                                                                  ----------
      Total deferred tax liabilities.............................    (1,102)
                                                                  ----------
Net deferred tax asset...........................................$     --
                                                                  ==========`

Deferred tax assets of approximately $2.0 million as of December 31, 1999
pertain to certain net operating loss carryforwards resulting from the exercise
of stock options. When recognized, the tax benefit of these loss carryforwards
will be accounted for as a credit to additional paid-in capital rather than a
reduction of the income tax provision.

Due to the uncertainty surrounding the realization of the favorable tax
attributes in future tax returns, the Company has placed a valuation allowance
against its net deferred tax asset.

The difference between the income tax benefit at the statutory rate of 34%
and the Company's effective tax rate is due primarily to the valuation allowance
established to offset the deferred tax assets and the non deductible
amortization of goodwill. The provision for income taxes is different than the
amount computed using the applicable statutory federal income tax rate with the
difference for the year summarized below:

`Year ended
                                                                   December 31,
                                                                       1999
                                                                  ----------
Provision computed at federal statutory rate......................   (34.00)%
State taxes, net of federal benefit...............................    (5.85)%
Amortization of goodwill..........................................    19.41 %
Other permanent differences.......................................     0.22 %
Other.............................................................    (0.18)%
Valuation allowance...............................................    20.40 %
                                                                  ----------
Provision for income taxes........................................      --  %
                                                                  ==========`

No benefit for federal and state income taxes is reported
in the financial statement for the year ending December 31, 1998 as the Company
had elected to be taxed as a partnership in years prior to the reorganization of
the limited liability company into a Corporation, which took effect immediately
prior to the IPO. Therefore, the federal and state effects of the Company's
results of operations were recorded by the Members in their respective income
tax returns.

Note 7 - Options

The Members and the management committee of the LLC authorized options to
purchase membership interests in the Company to be granted to employees of the
Company. The management committee of the LLC granted options at the fair market
value of the membership interest as determined by the management committee of
the LLC on the date of grant.

In determining the fair market value of the membership interest on each grant
date, the management committee of the LLC considered, among other things, the
value of assets contributed to the Company from DBC, the Company's absolute and
relative level of revenues and other operating results, the state of the
Company's Web site development, the absence of a public trading market for the
Company's securities, the intensely competitive nature of the Company's market
and the appreciation of stock values of a number of generally comparable
Internet companies.

Each option converted into an option to purchase the equivalent percentage of
common stock upon the reorganization of the limited liability company into a
corporation, as discussed in Note 1. The converted options became part of the
1998 Equity Incentive Plan (the "1998 Plan"). In September 1998, the
Board of Directors adopted, subject to stockholder approval, the 1998 Plan and
the 1998 Directors' Stock Option Plan (the "1998 Directors' Plan"). The 1998
Plan and 1998 Directors' Plan became effective upon the completion of the
Company's IPO. As of December 31, 1999, an aggregate of 1.6 million shares have
been reserved for issuance under both plans.

Pursuant to the consummation of the acquisition of BigCharts, Inc. during
1999, the Company assumed the BigCharts, Inc. 1995 Stock Plan (the
"BigCharts Plan").  Options issued become exercisable over varying
periods as provided in the individual plan agreements.  BigCharts issued 585,824
shares under the Plan.

The following summarizes the activity in the Company's option plans:

`Weighted
                                             Options    Average
                                               Out-     Exercise
                                             standing    Price
                                            ---------- ----------
Options granted at fair value for the
  period from inception (October 29,
  1997) through December 31, 1997..........   446,250      $4.09
                                            ----------
Options outstanding, December 31, 1997.....   446,250       4.09

Options granted at fair value..............   231,500      10.64
Options granted below fair value...........   198,000       5.87
Options cancelled..........................   (12,250)      4.41
                                            ----------
Options outstanding, December 31, 1998.....   863,500       6.25

Options granted at fair value..............   777,111      44.94
Options assumed from BigCharts purchase....   585,824       6.92
Options cancelled..........................  (155,536)     23.12
Options exercised..........................  (178,073)      5.51
                                            ----------
Options outstanding, December 31, 1999..... 1,892,826     $21.11
                                            ==========`

At December 31, 1999 and 1998, 114,925 and 636,500 options were available for
future grant, respectively, and 747,370 and 144,690 options were vested,
respectively. The weighted average exercise price and weighted average remaining
contractual life of the vested options are $5.73 and 8.57 years, respectively,
at December 31, 1999, and $4.00 and 8.43 years, respectively, at December 31,
1998.



For the years ended December 31, 1999 and December 31, 1998, the Company
expensed $621,000 and $247,000, respectively, of deferred compensation
representing the difference between the deemed fair value by the Company's Board
of Directors of the common stock on the date of grant and the option exercise
price on the date of grant. Deferred compensation is amortized over the three
year vesting period of the options.

The following table summarizes information about options outstanding at
December 31, 1999:



`Weighted
                                                        Average    Weighted
                                              Number   Remaining   Average
                                               Out-    Contractual Exercise
              Exercise Price                 standing     Life      Price
------------------------------------------- ---------- ---------- ----------
$ 1.32 - $ 1.32............................   210,047       7.60      $1.32
$ 3.16 - $ 4.00............................   510,533       7.58      $3.93
$ 5.53 - $17.00. ..........................   537,719       8.24     $11.07
$28.00 - $48.00............................   314,630       9.85     $39.29
$48.75 - $90.88............................   319,897       9.39     $60.54
                                            ---------- ---------- ----------
                                            1,892,826       8.45     $21.11
                                            ========== ========== ==========`

For the year ended December 31, 1999, 150,000 options were issued outside of
the option plans. In addition, the Company also recorded amortization expense of
$229,000 for the year ended December 31, 1999 in connection with stock options
issued for services.  The Company estimated the fair value of options issued for
services using the Black-Scholes option pricing model using the following
assumptions: no dividend yield, weighted average expected option term of 10
years, risk free interest rate of 4.94%, and an expected volatility factor of
97%.

In the first quarter of 2000, the Board of Directors reserved, subject to
shareholder approval, an additional 1,500,000 shares for issuance under the 1998
Plan.

Fair Value Disclosures



The Company applies APB No. 25 and related interpretations in accounting for
its stock option plan. Had the Company's stock-based compensation cost been
determined based on the minimum value at the grant date for awards under the
method prescribed by SFAS No. 123, the Company's net loss would have been
increased to the pro forma amounts indicated below (in thousands):



`Inception
                                                                  (October 29,
                                                  Years ended       1997)
                                                  December 31,     through
                                            --------------------- December 31,
                                               1999       1998       1997
                                            ---------- ---------- ----------
Net loss:
  As reported..........................      ($60,878)  ($12,413)      ($81)
                                            ========== ========== ==========

  Pro forma............................      ($66,913)  ($13,289)     ($118)
                                            ========== ========== ==========
Net loss per share:
  As reported..........................        ($4.68)    ($1.38)    ($0.01)
                                            ========== ========== ==========

  Pro forma............................        ($5.15)    ($1.48)    ($0.01)
                                            ========== ========== ==========`

Prior to the Company's initial public offering, the
Company calculated the value of each option grant using the minimum value method
with the following assumptions: no dividend yield, weighted average expected
option term of 10 years; risk free interest rates of  5.5% to 4.6% and 5.8% to
5.7% for the year ended December 31, 1998 and the period from inception (October
29, 1997) through December 31, 1997, respectively, and an expected volatility
factor of 72% in 1998.

Subsequent to the offering, the fair value was determined using the Black-
Scholes model with the following assumptions: no dividend yield, weighted
average expected option term of four years, risk free interest rates of 6.5% to
4.2% and an expected volatility factor of 97%.



Because additional stock options are expected to be granted each year, the
above pro forma disclosures are not representative of pro forma effects on
reported financial results for future years.

Note 8 - Commitments and Contingencies



Leases

Beginning in April 1998, the Company subleases office space for its corporate
headquarters in San Francisco, California, in New York, New York and in
Washington DC from CBS. In addition, the Company subleases space in Minneapolis,
Minnesota.  Rent expense under the subleases was $674,950 for the year ended
December 31, 1999, and $137,000 for the year ended December 31, 1998. Future
annual minimum lease payments under the leases were as follows:

`Year ending December 31,
   2000.....................................             $744,000
   2001.....................................              706,000
   2002.....................................              707,000
   2003.....................................              438,000
   2004.....................................              316,000
                                                       -----------
                                                       $2,911,000
                                                       ===========`

Commitments



The Company has entered into employment agreements with six of its officers
which expire in June 2004. Such agreements provide for minimum annual salary
levels ranging from $120,000 to $270,000, as well as annual bonuses of up to 50%
of the base salary.



During August 1998, the Company entered into a license agreement with Yahoo!
Inc. whereby the Company is required to provide news headlines, make payments
for advertising and slotting of $870,000 through 1999 and remit referral fees
monthly based on the number of click-throughs to the Company's

Web site. Payments under the agreement for advertising are expensed in the
period in which the advertising is provided. Payments for slotting fees are
recognized ratably over the term of the agreement. Payments for referral fees
are expensed in the month incurred. Upon completion of the Company's IPO, the
minimum commitment increased from $870,000 over a twelve month period to $1.6
million over a twelve month period beginning on the first day of the month
following the closing of the IPO.  In August 1999, the terms of the Yahoo!
agreement were amended to include additional advertising and slotting fees of
$1.6 million over a twelve month period beginning on January 1, 2000. Expenses
for the years ended December 31, 1999 and 1998 under this agreement totaled $3.2
million and $670,000, respectively.

In September 1999, the Company entered into a three-year distribution
agreement with America Online, Inc. ("AOL") to be AOL's premiere provider of
business and financial news for AOL's network including AOL's proprietary
service, AOL.com, CompuServe and Netscape (collectively, "AOL Members"). Under
the agreement, the Company created a co-branded site that enables AOL Members to
access MarketWatch.com content and investment management tools through the AOL
portal. The Company and AOL have also agreed to collaborate in sales and
marketing efforts.  The Company will pay $7.0 million to AOL over the next three
years in fulfillment of the agreement. For the year ended December 31, 1999, the
Company has expensed $955,000 under this agreement.



The Company maintains agreements with independent content providers for
certain news, stock quotes and other information. The terms of these agreements
are generally one year, with optional extension periods ranging from one to
three years.

Contingencies



From time to time the Company is subject to legal proceedings and claims
in the ordinary course of business. The Company is not currently aware of any
legal proceedings or claims that will have a material adverse effect on the
Company's financial position or results of operations.

Note 9 - Related Party Transactions



The accompanying DBC Online/News financial statements include costs for cash
management, accounting, legal and network operations, that were provided to the
Business by DBC, in addition to allocated costs for facility charges at shared
sites, including rent and equipment usage. Costs for cash management and
accounting, legal and network operations have been allocated to the Business
based on DBC management's estimated percentage of the time spent by DBC
employees on the Business to total department time. The costs for facility
charges are based on the percentage of usage by DBC Online/News to the overall
costs. Such allocations are not necessarily indicative of the costs that
would

have been incurred if DBC Online/News had been a separate entity. However,
management believes the differences between the allocated costs and cost to
obtain such services from an outside third party would be insignificant.



Charges allocated to DBC Online/News were $306,000 for the period from
January 1, 1997 through October 28, 1997. For the period from January 1, 1997
through October 28, 1997, allocated charges of $191,000 and $115,000 were
included in cost of revenues and general and administrative expenses,
respectively. Other expenses charged by DBC included in the Statement of
Operations represent actual costs incurred by DBC which were directly
attributable to the Business primarily include payroll and related costs,
consulting, commissions, depreciation and access fees for information from
various exchange markets.



DBC funded the working capital requirements of the Business based upon a
centralized cash management system. Interest on amounts due to DBC was charged
at prime plus 2% (10.5% at October 28, 1997). Amounts due under the obligation
to DBC were not assumed by the Company upon its formation. Subsequent to October
28, 1997, the amounts due to DBC were reduced by cash collected by DBC on
existing accounts receivable. Any remaining obligation has remained outstanding.
Prior to the formation of the Company and contribution of the intellectual
property (See Note 1), the Online/News business owed DBC $2.7 million. The
amounts due under this intercompany obligation were not assumed by the
Company.

An analysis of DBC's owners net deficit for the Online/News business is as
follows (in thousands):

`January 1,
                                                          1997
                                                         through
                                                       October 28,
                                                          1997
                                                       -----------
Owners net deficit beginning balance.................     ($1,319)
Net loss.............................................        (943)
                                                       -----------
Owners net deficit ending balance....................     ($2,262)
                                                       ===========`



Under the Revolving Credit Agreement, DBC will advance
the Company up to an aggregate of $5.0 million through October 29, 2000.
Borrowings bear interest at a variable rate per annum equal to The Chase
Manhattan Bank's prime rate plus 2% (10.5% at December 31, 1999). There are no
borrowings outstanding under this agreement at December 31, 1999.



An analysis of the advances from DBC to the Company are as follows (in
thousands):

`Inception
                                                                   (October 29,
                                                  Years ended        1997)
                                                  December 31,      through
                                            ---------------------- December 31,
                                               1999       1998        1997
                                            ---------- ----------- ----------
Balance as of the beginning of the period...   $3,946     $   --      $   --
Expenses paid by DBC on behalf of the
  Company...................................    2,025       9,483        538
Expenses allocated by DBC to the Company....    1,582         755         70
Royalty fees to DBC.........................      227         158         16
News revenue from DBC.......................   (1,552)     (1,285)      (210)
Web advertising revenue from DBC............     (465)       (340)        --
Receivables collected by DBC on behalf
  of the Company............................     (245)       (995)      (196)
Interest payable on advances from DBC.......       23         164         --
Cash advances from (payments to) DBC, net...   (5,541)     (2,212)        --
Cash contributions..........................       --      (1,782)      (218)
                                            ---------- ----------- ----------
Balance as of the end of the period.........   $   --      $3,946     $   --
                                            ========== =========== ==========`

Included in accounts receivable at December 31, 1999 is $88,000 owed to the
Company by DBC.

DBC provided office space at various facilities to the Company through June
30, 1998. The Company has recorded rent expense of $15,000 and $50,000 for the
years ended December 31, 1999 and 1998, respectively, and $15,000 for the period
from inception (October 29, 1997) through December 31, 1997, related to the rent
provided by DBC based upon an allocation methodology using its occupancy
percentage and the rental amount paid by DBC. Management believes the allocation
methodology to be reasonable. Such amounts have been recorded as capital
contributions.



Under the Amended and Restated License, the Company is required to pay to CBS
a royalty as compensation for licensing CBS' news content and trademarks. The
Company expensed $1.3 million and $307,000 for the years ended December 31, 1999
and 1998, respectively, under the Amended and Restated License.

Under the terms of the Contribution Agreement, CBS will provide advertising
and promotions over a five year period. The Company has recorded advertising
expense of $14.0 million and $7.0 million at rate card value for the years ended
December 31, 1999 and 1998, respectively, related to advertising and promotion
provided by CBS. As of December 31, 1999, CBS is committed to provide $9.0
million of rate card amount of advertising and promotions.



CBS provides office space at its facility in New York and association with
the CBS name to the Company in exchange for access to certain news content and
news personnel. The Company has not recorded any revenue or expense for this
barter transaction for the periods presented because such amounts are
insignificant.



Under the terms of an insertion order, DBC has committed to purchase
approximately $225,000 of advertising from the Company in 1998 and approximately
$500,000 of advertising from the Company in each of the calendar years 1999 and
2000. The insertion order was amended in 1999 to a commitment of $60,000 in the
fourth quarter of 1999 and $240,000 in the year 2000.  At December 31, 1999, DBC
had purchased $435,000 of advertising under the insertion order. The commitment
may be terminated by DBC on 30 days' notice.

The Company recognized $1.6 million and $1.3 million in license revenues from
the sale of news to DBC and $435,000 and $233,000 from the sale of advertising
to DBC for the years ended December 31, 1999 and 1998, respectively. In
addition, the Company recognized revenue of $854,000 for the year ended December
31, 1999, from television programming on CBS stations, and costs of $509,000 and
$0 in 1999 and 1998, respectively, were paid to CBS for production of the
television programming.

An executive of the Company is also a member of the Board of Directors of a
customer. For the years ended December 31, 1999 and 1998, $235,000 and $80,000
of advertising revenues, respectively, were attributable to this customer. For
the period from inception (October 29, 1997) through December 31, 1997, $40,000
of advertising revenues were attributable to this customer.

Note 10 - Subsequent Events

Joint Venture Agreement

On January 6, 2000, the Company entered into a joint venture agreement with
the Financial Times Group to establish Financial Times Marketwatch.com (Europe)
Limited, an internet provider of real time business news, financial programming
and analytical tools.  Under the agreement, the Company will license its
trademark and technology to the joint venture, contribute certain domain names
and L500,000 in exchange for 500,000 shares of the joint venture.  The Financial
Times will contribute trademarks for a royalty fee, provide L15.0 million worth
of rate card advertising over five years and L500,000 in cash for 500,000 shares
in the joint venture.

Stock Purchase Agreement

On March 28, 2000, the Company entered into an agreement with DBC and CBS
under which DBC and CBS will each purchase an additional 1,136,814 shares of the
Company's common stock.  In exchange for the shares, DBC will pay $43.0 million
in cash, and CBS will pay $13.0 million in cash and $30.0 million in rate card
advertising and promotion over the next two years. The agreement is to close
upon satisfaction of all antitrust regulatory requirements and the customary
closing conditions.

Item 9.	Changes In and Disagreement with Accountants In Accounting
and Financial Disclosure

Not applicable.



PART III

Certain information required by Part III is omitted from this Report in that
we will have filed our definitive proxy statement pursuant to Regulation 14A no
later than 120 days after the end of the fiscal year covered by this report, and
certain information is incorporated herein by reference.



Item 10.	Directors and Officers of the
Registrant



Information relating to our directors is set forth under the caption
"Proposal No. 1 -- Election of Directors" in our definitive proxy statement in
connection with the Annual Meeting of Stockholders to be held in May 2000. Such
information is incorporated herein by reference.



Item 11.	Executive Compensation



Information relating to executive compensation is set forth under the caption
"Executive Compensation" in the proxy statement.



Item 12.	Security Ownership of Certain
Beneficial Owners and Management



Information relating to security ownership of certain beneficial owners and
management is set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the proxy statement. Such information is
incorporated herein by reference.



Item 13.	Certain Relationships and Related
Transactions



Information relating to certain relationships and related transactions is set
forth under the caption "Certain Transactions" in the proxy statement. Such
information is incorporated herein by reference.

PART IV

Item 14. 	Exhibits, Financial Statement
Schedules, and Reports on Form 8-K



(a)	Documents to be filed as part of this Annual Report on Form 10-K .

1.	Consolidated Financial Statements (see index to Item 8).



2. 	Consolidated Financial Statement Schedule.



All consolidated financial statement schedules have been omitted since the
required information is not present in amounts sufficient to require submission
of the schedules, or because the information required is included in the
consolidated financial statements or notes thereto.



3. 	List of Exhibits.



The exhibits filed as part of this Form 10-K are listed in the Index to
Exhibits immediately preceding such exhibits, which Index to Exhibits is
incorporated herein by reference.



(b) 	Reports on Form 8-K.



None.



(c) 	Exhibits. See Item 14(a)(3) above.



(d) 	Financial Statements. See Item 14(a)(2) above.







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**MarketWatch.com, Inc.**

**SIGNATURES**

Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused the report to be signed on its behalf by
the undersigned, thereunto duly authorized, on the 30th day of March,
2000.



| |                      
| | ---------------------
| | MarketWatch.com, Inc.

| |             
| | ------------
| | (Registrant)



| |     |                    
| | --- | -------------------
| | By: | /s/ LARRY S. KRAMER

| |                                                                                                 
| | ------------------------------------------------------------------------------------------------
| |                                                                                                 
| | Larry S. Kramer                                                                                 
| | President and Chief Executive
                                                           Officer
| | (Principal Executive Officer)                                                                   

Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:

`Signature                         Title                      Date
--------------------------- ------------------------------------ --------------
/s/ LARRY S. KRAMER         President, Chief Executive           March 30, 2000
--------------------------- Officer and Director (Principal
  Larry S. Kramer           Executive Officer)


/s/ JOAN P. PLATT           Chief Financial Officer and          March 30, 2000
--------------------------- Secretary (Principal Financial
  Joan P. Platt             & Accounting Officer)


/s/ JAMES A. DEPALMA        Director                             March 30, 2000
---------------------------
 James A. DePalma


/s/ ANDREW HEYWARD          Director                             March 30, 2000
---------------------------
  Andrew Heyward


/s/ ALAN J. HIRSCHFIELD     Director                             March 30, 2000
---------------------------
 Alan J. Hirschfield


/s/ MARK F. IMPERIALE       Director                             March 30, 2000
---------------------------
  Mark F. Imperiale


/s/ MICHAEL H. JORDAN       Director                             March 30, 2000
---------------------------
  Michael H. Jordan


/s/ ROBERT LESSIN           Director                             March 30, 2000
---------------------------
  Robert Lessin


/s/ DANIEL MASON            Director                             March 30, 2000
---------------------------
  Daniel Mason


/s/ RUSSELL I. PILLAR       Director                             March 30, 2000
---------------------------
  Russell I. Pillar


/s/ CARL SPIELVOGEL         Director                             March 30, 2000
---------------------------
  Carl Spielvogel


/s/ ALLAN R. TESSLER        Director                             March 30, 2000
---------------------------
  Allan R. Tessler`

---

**INDEX TO EXHIBITS**



|**Exhibit Number** | **Exhibit Title**                                                                                                                                                                                             
|------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.01(1)            | Merger Agreement dated January 13, 1999, entered into by MarketWatch.com, LLC (the "LLC")
and the Registrant.                                                                                                 
|2.02(2)            | Agreement and Plan of Reorganization dated April 28, 1999 entered into by the Registrant
and BigCharts, Inc.                                                                                                  
|3.01(1)            | Registrant's Amended and Restated Certificate of Incorporation.                                                                                                                                               
|3.03 (3)           | Registrant's Bylaws.                                                                                                                                                                                          
|4.01 (3)           | Form of Specimen Stock Certificate for Registrant's Common Stock.                                                                                                                                             
|4.02 (1)           | Registration Rights Agreement dated January 13, 1999, entered into among the Registrant,
CBS Broadcasting Inc. (formerly known as CBS Inc.) ("CBS") and Data Broadcasting
Corporation ("DBC").                
|4.03 (1)           | Stockholders' Agreement dated January 13, 1999, entered into among the Registrant, the
LLC, CBS and DBC.                                                                                                      
|10.01 (3)          | Form of Indemnity Agreement entered into by Registrant with each of its directors.                                                                                                                            
|10.02 (3)          | Limited Liability Company Agreement of the LLC, dated October 29, 1997, between CBS
and DBC.                                                                                                                  
|10.03 (3)          | Contribution Agreement dated October 29, 1997 among the LLC, CBS and DBC.                                                                                                                                     
|10.04 (3)          | License Agreement dated October 29, 1997 between the LLC and CBS.                                                                                                                                             
|10.05 (3)          | Services Agreement dated October 29, 1997 between the LLC and DBC.                                                                                                                                            
|10.06 (3)          | Lease dated as of August 27, 1998 between the Registrant and CBS Corporation.                                                                                                                                 
|10.07 (1)          | Amended and Restated License Agreement dated January 13, 1999, entered into by and
between the Registrant and CBS.                                                                                            
|10.08 (1)          | Amended and Restated Services Agreement dated January 13, 1999, entered into by and
between the Registrant and DBC.                                                                                           
|10.09 (1)          | Revolving Credit Agreement dated January 13, 1999, entered into by and between the
Registrant and DBC, together with Revolving Promissory Note dated January 13, 1999, made
by the Registrant in favor of DBC.
|10.10*(3)          | Form of Non-Plan Option.                                                                                                                                                                                      
|10.11*(3)          | Registrant's 1998 Directors Stock Option Plan.                                                                                                                                                                
|10.12*(3)          | Registrant's 1998 Equity Incentive Plan.                                                                                                                                                                      
|10.13*             | Employment Agreement dated as of July 1, 1998 between the Registrant and Lawrence Kramer,
which is incorporated herein by reference to the Registration Statement.                                            
|10.14 (3)          | Insertion Order dated as of August 25, 1998 between DBC and the LLC.                                                                                                                                          
|10.15*(4)          | Employment Agreement dated as of June 9, 1999 between BigCharts Inc. and
Jamie J. Thingelstad.                                                                                                                
|10.16*             | Employment Agreement dated as of December 1999 between the Registrant
and Joan Platt.                                                                                                                         
|10.17              | Joint Venture Agreement dated January 6, 2000 between the Registrant and Financial
Times Group Limited.                                                                                                       
|21.01 (4)          | Subsidiary of Registrant.                                                                                                                                                                                     
|23.01              | Consent of Price Waterhouse Coopers LLP.                                                                                                                                                                      
|27.01              | Financial Data Schedule (EDGAR Version Only).                                                                                                                                                                 

*  Indicates a management contract or compensatory plan or arrangement.

1. Incorporated by reference to exhibits of the same number, filed with the
Registrant's Annual Reports on Form 10-K (File No. 000-25113) with the
Securities and Exchange Commission on March 31, 1999, as subsequently amended on
April 21, 1999.
2. Incorporated by reference to exhibit 2.01, filed with the Registrant's
current Report on Form 8-K (File No. 000-25113) filed with the Securities and
Exchange Commission on May 12, 1999, as subsequently amended on July 12,
1999.
3. Incorporated by reference to exhibits of the same number, filed with the
Registrant's Registration Statement on Form S-1 (File No. 333-65569), filed with
the Securities and Exchange Commission on October 13, 1998, as subsequently
amended.
4. Incorporated by reference to exhibits of the same number, filed with the
Registrant's Registration Statement on Form S-1 (File No. 333-84789), filed with
the Securities and Exchange Commission on August 9, 1999, as subsequently
amended.

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