September 29 2004 8K Exhibit 10.5





                                                          Exhibit 10.5



MarketWatch, Inc. 2004 STOCK INCENTIVE PLAN

2004 NON-EMPLOYEE DIRECTOR OPTION PROGRAM

FORM OF NOTICE OF NON-QUALIFIED STOCK OPTION AWARD

Grantee's Name and Address:







You (the "Grantee") have been granted an option to purchase shares
of Common Stock, subject to the terms and conditions of this Notice of Stock
Option Award (the "Notice"), the MarketWatch, Inc. 2004 Stock
Incentive Plan (the "Plan"), and the MarketWatch, Inc. 2004 Non-
Employee Director Option Program (the "Program"), as amended from time
to time, and the Non-Qualified Stock Option Award Agreement (the "Option
Agreement") attached hereto, as follows.  Unless otherwise defined herein,
the terms defined in the Plan and the Program shall have the same defined
meanings in this Notice.
Award Number 

Date of Award 

Vesting Commencement Date 

Exercise Price per Share $

Total Number of Shares subject

to the Option 

Total Exercise Price $

Type of Option:  Non-Qualified Stock Option

Expiration Date: 

Post-Termination Exercise Period: Three (3) Months



Vesting Schedule:

Subject to the Grantee's Continuous Service and other limitations set forth
in this Notice, the Plan, the Program and the Option Agreement, the Option may
be exercised, in whole or in part, in accordance with the following
schedule:

1/3 of the Shares subject to the Option shall vest twelve months after the
Vesting Commencement Date, 1/3 of the Shares subject to the Option shall vest 24
months after the Vesting Commencement Date, and 1/3 of the Shares subject to the
Option shall vest 36 months after the Vesting Commencement Date such that the
option is fully vested on the third anniversary of the Vesting Commencement
Date.

IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and
agree that the Option is to be governed by the terms and conditions of this
Notice, the Plan, the Program and the Option Agreement.
MarketWatch, Inc.,

a Delaware corporation

By: 

Title: 













THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION
SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS
SERVICE (NOT THROUGH THE ACT OF BEING GRANTED THE OPTION OR ACQUIRING SHARES
HEREUNDER).  

The Grantee acknowledges receipt of a copy of the Plan, the Program and the
Option Agreement, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Option subject to all of the terms
and provisions hereof and thereof.  The Grantee has reviewed this Notice, the
Plan, the Program and the Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Notice, and
fully understands all provisions of this Notice, the Plan, the Program and the
Option Agreement.  The Grantee hereby agrees that all disputes arising out of or
relating to this Notice, the Plan, the Program and the Option Agreement shall be
resolved in accordance with Section 13 of the Option Agreement.  The
Grantee further agrees to notify the Company upon any change in the residence
address indicated in this Notice.

Dated: ______________________Signed: 
Grantee















Award Number:  ___________

MarketWatch,
Inc. 2004 STOCK INCENTIVE PLAN

2004 NON-EMPLOYEE DIRECTOR OPTION PROGRAM

FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT


	Grant of Option.  MarketWatch, Inc., a Delaware corporation
(the "Company"), hereby grants to the Grantee (the
"Grantee") named in the Notice of Non-Qualified Stock Option Award
(the "Notice"), an option (the "Option") to purchase the
Total Number of Shares of Common Stock subject to the Option (the
"Shares") set forth in the Notice, at the Exercise Price per Share set
forth in the Notice (the "Exercise Price") subject to the terms and
provisions of the Notice, this Non-Qualified Stock Option Award Agreement (the
"Option Agreement"), the Company's 2004 Stock Incentive Plan (the
"Plan"), and the Company's 2004 Non-Employee Director Option Program
(the "Program"), as amended from time to time, which are incorporated
herein by reference.  Unless otherwise defined herein, the terms defined in the
Plan and the Program shall have the same defined meanings in this Option
Agreement.

The Option is intended to qualify as a Non-Qualified Stock Option and not as
an Incentive Stock Option as defined in Section 422 of the Code.  


	Exercise of Option.


	Right to Exercise.  The Option shall be exercisable during its term
in accordance with the Vesting Schedule set out in the Notice and with the
applicable provisions of the Plan, the Program and this Option Agreement.  The
Option shall be subject to the provisions of Section 3.04 of the Program
relating to the exercisability or termination of the Option in the event of a
Corporate Transaction or a Change in Control.  The Grantee shall be subject to
reasonable limitations on the number of requested exercises during any monthly
or weekly period as determined by the Administrator.  In no event shall the
Company issue fractional Shares.  

	Method of Exercise.  The Option shall be exercisable only by delivery
of an exercise notice or by such other procedure as specified from time to time
by the Administrator which shall state the election to exercise the Option, the
whole number of Shares in respect of which the Option is being exercised, and
such other provisions as may be required by the Administrator.  The exercise
notice shall be delivered in person, by certified mail, or by such other method
(including electronic transmission) as determined from time to time by the
Administrator to the Company accompanied by payment of the Exercise Price.  The
Option shall be deemed to be exercised upon receipt by the Company of such
notice accompanied by the Exercise Price, which, to the extent selected, shall
be deemed to be satisfied by use of the broker-dealer sale and remittance
procedure to pay the Exercise Price provided in Section 4.b, below.

	Taxes.  No Shares will be delivered to the Grantee or other person
pursuant to the exercise of the Option until the Grantee or other person has
made arrangements acceptable to the Administrator for the satisfaction of
applicable income tax and employment tax withholding obligations, including,
without limitation, obligations incident to the receipt of Shares.  Upon
exercise of the Option, the Company or the Grantee's employer may offset or
withhold (from any amount owed by the Company or the Grantee's employer to the
Grantee) or collect from the Grantee or other person an amount sufficient to
satisfy such tax obligations and/or the employer's withholding
obligations.

	Restrictions on Exercise.  The Option may not be exercised if the
issuance of the Shares subject to the Option upon such exercise would constitute
a violation of any Applicable Laws.

	Method of Payment.  Payment of the Exercise Price shall be by any of
the following, or a combination thereof, at the election of the Grantee;
provided, however, that such exercise method does not then violate any
Applicable Law and, provided further, that the portion of the Exercise Price
equal to the par value of the Shares must be paid in cash or other legal
consideration permitted by the Delaware General Corporation Law:

	cash;
	check; or
	payment through a broker-dealer sale and remittance procedure pursuant to
which the Grantee (i) shall provide written instructions to a Company-designated
brokerage firm to effect the immediate sale of some or all of the purchased
Shares and remit to the Company sufficient funds to cover the aggregate exercise
price payable for the purchased Shares and (ii) shall provide written directives
to the Company to deliver the certificates for the purchased Shares directly to
such brokerage firm in order to complete the sale transaction.



	Termination or Change of Continuous Service.  In the event the
Grantee's Continuous Service terminates, the Grantee may, but only during the
Post-Termination Exercise Period, exercise the portion of the Option that was
vested at the date of such termination (the "Termination Date").  In
no event shall the Option be exercised later than the Expiration Date set forth
in the Notice.  In the event of the Grantee's change in status from Employee,
Director or Consultant to any other status of Employee, Director or Consultant,
the Option shall remain in effect and vesting of the Option shall continue only
to the extent determined by the Administrator as of such change in status.
Except as provided in Sections 6 and 7 below, to the extent that the Option was
unvested on the Termination Date, or if the Grantee does not exercise the vested
portion of the Option within the Post-Termination Exercise Period, the Option
shall terminate.

	Disability of Grantee.  In the event the Grantee's Continuous Service
terminates as a result of his or her Disability, the Grantee may, but only
within twelve (12) months from the Termination Date (and in no event later than
the Expiration Date), exercise the portion of the Option that was vested on the
Termination Date.  To the extent that the Option was unvested on the Termination
Date, or if the Grantee does not exercise the vested portion of the Option
within the time specified herein, the Option shall terminate.

	Death of Grantee.  In the event of the termination of the Grantee's
Continuous Service as a result of his or her death, or in the event of the
Grantee's death during the Post-Termination Exercise Period or during the twelve
(12) month period following the Grantee's termination of Continuous Service as a
result of his or her Disability, the Grantee's estate, or a person who acquired
the right to exercise the Option by bequest or inheritance, may exercise the
portion of the Option that was vested at the date of termination within twelve
(12) months from the date of death (but in no event later than the Expiration
Date).  To the extent that the Option was unvested on the date of death, or if
the vested portion of the Option is not exercised within the time specified
herein, the Option shall terminate.

	Transferability of Option.  The Option may be transferred to any
person by will and by the laws of descent and distribution.  The Option also may
be transferred during the lifetime of the Grantee by gift and pursuant to a
domestic relations order to members of the Grantee's Immediate Family to the
extent and in the manner determined by the Administrator.  Notwithstanding the
foregoing, the Grantee may designate a beneficiary of the Grantee's Option in
the event of the Grantee's death on a beneficiary designation form provided by
the Administrator.  The terms of the Option shall be binding upon the executors,
administrators, heirs, successors and transferees of the Grantee. 

	Term of Option.  The Option must be exercised no later than the
Expiration Date set forth in the Notice or such earlier date as otherwise
provided herein.  After the Expiration Date or such earlier date, the Option
shall be of no further force or effect and may not be exercised.

	Tax Consequences.  Set forth below is a brief summary as of the date
of this Option Agreement of some of the federal tax consequences of exercise of
the Option and disposition of the Shares.  THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.  THE GRANTEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE
SHARES.


	Exercise of Non-Qualified Stock Option.  On exercise of a Non-
Qualified Stock Option, the Grantee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Shares on the date of exercise over the
Exercise Price.  If the Grantee is an Employee or a former Employee, the Company
will be required to withhold from the Grantee's compensation or collect from the
Grantee and pay to the applicable taxing authorities an amount in cash equal to
a percentage of this compensation income at the time of exercise, and may refuse
to honor the exercise and refuse to deliver Shares if such withholding amounts
are not delivered at the time of exercise.

	Disposition of Shares.  In the case of a Non-Qualified Stock Option,
if Shares are held for more than one year, any gain realized on disposition of
the Shares will be treated as long-term capital gain for federal income tax
purposes.   

	Entire Agreement: Governing Law.  The Notice, the Plan, the Program
and this Option Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and the Grantee with respect to the
subject matter hereof, and may not be modified adversely to the Grantee's
interest except by means of a writing signed by the Company and the Grantee.
Nothing in the Notice, the Plan, the Program and this Option Agreement (except
as expressly provided therein) is intended to confer any rights or remedies on
any persons other than the parties.  The Notice, the Plan, the Program and this
Option Agreement are to be construed in accordance with and governed by the
internal laws of the State of California without giving effect to any choice of
law rule that would cause the application of the laws of any jurisdiction other
than the internal laws of the State of California to the rights and duties of
the parties.  Should any provision of the Notice, the Plan, the Program or this
Option Agreement be determined by a court of law to be illegal or unenforceable,
such provision shall be enforced to the fullest extent allowed by law and the
other provisions shall nevertheless remain effective and shall remain
enforceable.  

	Headings.  The captions used in the Notice and this Option Agreement
are inserted for convenience and shall not be deemed a part of the Option for
construction or interpretation. 

	Dispute Resolution  The provisions of this Section 13 shall be the
exclusive means of resolving disputes arising out of or relating to the Notice,
the Plan and this Option Agreement.  The Company, the Grantee, and the Grantee's
assignees pursuant to Section 8 (the "parties") shall attempt in good
faith to resolve any disputes arising out of or relating to the Notice, the Plan
and this Option Agreement by negotiation between individuals who have authority
to settle the controversy.  Negotiations shall be commenced by either party by
notice of a written statement of the party's position and the name and title of
the individual who will represent the party.  Within thirty (30) days of the
written notification, the parties shall meet at a mutually acceptable time and
place, and thereafter as often as they reasonably deem necessary, to resolve the
dispute.  If the dispute has not been resolved by negotiation, the parties agree
that any suit, action, or proceeding arising out of or relating to the Notice,
the Plan or this Option Agreement shall be brought in the United States District
Court for the Northern District of California (or should such court lack
jurisdiction to hear such action, suit or proceeding, in a California state
court in the County of San Francisco) and that the parties shall submit to the
jurisdiction of such court.  The parties irrevocably waive, to the fullest
extent permitted by law, any objection the party may have to the laying of venue
for any such suit, action or proceeding brought in such court.  THE PARTIES ALSO
EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH
SUIT, ACTION OR PROCEEDING.  If any one or more provisions of this
Section 13 shall for any reason be held invalid or unenforceable, it is the
specific intent of the parties that such provisions shall be modified to the
minimum extent necessary to make it or its application valid and enforceable.


	Notices.  Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery, upon
deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown in these instruments, or to such
other address as such party may designate in writing from time to time to the
other part.