September 29 2004 8K Exhibit 10.2





                                                          Exhibit 10.2



MARKETWATCH, INC. 2004 STOCK INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK Bonus AWARD

Grantee's Name and Address:Lawrence S. Kramer







You (the "Grantee") have been granted shares of Common Stock of the
Company (the "Award"), subject to the terms and conditions of this
Notice of Restricted Stock Bonus Award (the "Notice"), the
MarketWatch, Inc. 2004 Stock Incentive Plan, as amended from time to time (the
"Plan") and the Restricted Stock Bonus Award Agreement (the
"Agreement") attached hereto, as follows.  Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in
this Notice.
Award Number 

Date of Award September 24, 2004

Vesting Commencement DateSeptember 24, 2004

Total Number of Shares

of Common Stock Awarded 85,000

Aggregate Fair Market 

Value of the Shares$992,800




Consideration:  
The Shares have been issued to the Grantee in consideration for past and
continued service with the Company, which consideration has a value of $11.68
per share, the Fair Market Value of the Shares. 



Vesting Schedule:

Subject to the Grantee's Continuous Service and other limitations set forth
in this Notice, the Agreement and the Plan, the Shares will "vest" in
accordance with the following schedule:
100% of the Total Number of Shares of Common Stock Awarded shall vest five
(5) years after the Vesting Commencement Date.



In addition, the Vesting Schedule will be subject to certain acceleration if
any or all of the following three performance goals are achieved:
(1) 25% of the Total Number of Shares of Common Stock Awarded shall vest
if the Company achieves Earnings Per Share ("EPS") by the end of
fiscal year 2005 that equals or exceeds the target EPS approved by the Board at
its strategic planning meeting for fiscal year 2005.  Vesting acceleration
associated with the achievement of the fiscal year 2005 target EPS will be
effective on the date of issuance of the press release reporting the fiscal year
2005 actual EPS.

(2)  25% of the Total Number of Shares of Common Stock Awarded shall
vest if the Company achieves EPS by the end of fiscal year 2006 that equals or
exceeds the target EPS approved by the Board at its strategic planning meeting
for fiscal year 2006.  Vesting acceleration associated with the achievement of
the fiscal year 2006 target EPS will be effective on the date of issuance of the
press release reporting the fiscal year 2006 actual EPS.

(3)  50% of the Total Number of Shares of Common Stock Awarded shall
vest at the end of fiscal year 2007 if the Company achieves EPS by the end of
fiscal year 2007 that equals or exceeds the target EPS approved by the Board at
its strategic planning meeting for fiscal year 2007.  Vesting acceleration
associated with the achievement of the fiscal year 2007 target EPS will be
effective on the date of issuance of the press release reporting the fiscal year
2007 actual EPS.



To the extent the vesting of any Shares occurs during a "blackout
period" of the Company wherein certain Employees are precluded from selling
Shares, the vesting of the Shares will be automatically deferred, provided,
however, that the vesting of such Shares shall not be deferred if such Shares
are specifically covered by a Rule 10b5-1 trading plan of the Grantee which
causes such Shares to be exempt from any applicable blackout period then in
effect.  In the event the vesting of any Shares is deferred due to the existence
of a regularly scheduled blackout period, such Shares shall vest on the first
marketing trading day following the termination of such regularly scheduled
blackout period.  In the event the vesting of any Shares is deferred due to the
existence of a special blackout period, such Shares shall vest on the first
market trading day following the termination of such special blackout period as
determined by the Board.  Notwithstanding the foregoing, the Shares shall vest
no later than the sixth anniversary of the Vesting Commencement Date,
irrespective of whether such vesting date occurs during a blackout period.

During any authorized leave of absence, the vesting of the Shares as provided
in the Vesting Schedule shall be suspended after the leave of absence exceeds a
period of ninety (90) days.  Vesting of the Shares shall resume upon the
Grantee's termination of the leave of absence and return to service to the
Company or a Related Entity.  The Vesting Schedule shall be extended by the
length of the suspension. 

In the event of the Grantee's change in status from Employee to Consultant or
from an Employee whose customary employment is 20 hours or more per week to
an Employee whose customary employment is fewer than 20 hours per week,
vesting of the Shares shall continue only to the extent determined by the
Administrator as of such change in status.

For purposes of this Notice and the Agreement, the term "vest"
shall mean, with respect to any Shares, that such Shares are no longer subject
to forfeiture to the Company.  Shares that have not vested are deemed
"Restricted Shares."  If the Grantee would become vested in a fraction
of a Restricted Share, such Restricted Share shall not vest until the Grantee
becomes vested in the entire Share.  

Vesting shall cease upon the date of termination of the Grantee's Continuous
Service for any reason.  In the event the Grantee's Continuous Service is
terminated for any reason, including death or Disability, any Restricted Shares
held by the Grantee immediately following such termination of Continuous Service
shall be deemed reconveyed to the Company and the Company shall thereafter be
the legal and beneficial owner of the Restricted Shares and shall have all
rights and interest in or related thereto without further action by the Grantee.
The foregoing forfeiture provisions set forth in this Notice as to Restricted
Shares shall apply to the new capital stock or other property (including cash
paid other than as a regular cash dividend) received in exchange for the Shares
in consummation of any transaction described in Section 10 or 11 of the Plan and
such stock or property shall be deemed Additional Securities for purposes of the
Agreement, but only to the extent the Shares are at the time covered by such
forfeiture provisions.

The Award shall be subject to (a) the provisions of Section 11 of
the Plan relating to the vesting of the Shares in the event of a Corporate
Transaction and (b) the provisions of Section 8 of the Amended and
Restated Employment Agreement entered into between the Company and the Grantee
effective as of July 1, 2004 (the "Employment Agreement")
relating to the vesting of the Shares in the event of a Change in Control (as
defined in the Employment Agreement).  

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

a Delaware corporation

By: Kathy Yates

Title: President and Chief Operating Officer













THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL,
ONLY DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS SERVICE (NOT THROUGH THE ACT
OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER).  THE
GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE
AGREEMENT, NOR IN THE PLAN, SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT
TO CONTINUATION OF THE GRANTEE'S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN
ANY WAY WITH THE GRANTEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE THE
GRANTEE'S CONTINUOUS SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR
WITHOUT NOTICE.  THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN
EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE'S STATUS IS
AT WILL.

The Grantee acknowledges receipt of a copy of the Plan and the Agreement and
represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts the Award subject to all of the terms and provisions hereof and
thereof.  The Grantee has reviewed this Notice, the Agreement and the Plan 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
Agreement and the Plan.  The Grantee hereby agrees that all disputes arising out
of or relating to this Notice, the Plan and the Agreement shall be resolved in
accordance with Section 12 of the Agreement.  The Grantee further agrees to
notify the Company upon any change in the residence address indicated in this
Notice.

Dated: September 24, 2004Signed: Lawrence S. Kramer

Award Number:  __________________

MARKETWATCH, INC. 2004 STOCK INCENTIVE PLAN



RESTRICTED STOCK BONUS AWARD AGREEMENT


	Issuance of Shares.  MarketWatch, Inc., a Delaware corporation (the
"Company"), hereby issues to the Grantee (the "Grantee")
named in the Notice of Restricted Stock Bonus Award (the "Notice"),
the Total Number of Shares of Common Stock Awarded set forth in the Notice (the
"Shares"), subject to the Notice, this Restricted Stock Bonus Award
Agreement (the "Agreement") and the terms and provisions of the
Company's 2004 Stock Incentive Plan, as amended from time to time (the
"Plan"), which is incorporated herein by reference.  Unless otherwise
defined herein, the terms defined in the Plan shall have the same defined
meanings in this Agreement.  All Shares issued hereunder will be deemed issued
to the Grantee as fully paid and nonassessable shares, and the Grantee will have
the right to vote the Shares at meetings of the Company's stockholders.  The
Company shall pay any applicable stock transfer taxes imposed upon the issuance
of the Shares to the Grantee hereunder.  

	Consideration.  The Shares subject to this Award have been issued to
the Grantee in consideration for past and continued service with the Company as
set forth in the Notice. 

	Transfer Restrictions.  The Shares issued to the Grantee hereunder
may not be sold, transferred by gift, pledged, hypothecated, or otherwise
transferred or disposed of by the Grantee prior to the date when the Shares
become vested pursuant to the Vesting Schedule set forth in the Notice.  Any
attempt to transfer Restricted Shares in violation of this Section 3 will
be null and void and will be disregarded.    

	Escrow of Stock.  For purposes of facilitating the enforcement of the
provisions of this Agreement and the payment of withholding taxes pursuant to
Section 6 of this Agreement, the Grantee agrees, immediately upon receipt
of the certificate(s) for the Restricted Shares, to deliver such certificate(s),
together with an Assignment Separate from Certificate in the form attached
hereto as Exhibit A, executed in blank by the Grantee with respect
to each such stock certificate, to the Secretary or Assistant Secretary of the
Company, or their designee, to hold in escrow for so long as such Restricted
Shares have not vested pursuant to the Vesting Schedule set forth in the Notice,
with the authority to take all such actions and to effectuate all such transfers
and/or releases as may be necessary or appropriate to accomplish the objectives
of this Agreement in accordance with the terms hereof.  The Grantee hereby
acknowledges that the appointment of the Secretary or Assistant Secretary of the
Company (or their designee) as the escrow holder hereunder with the stated
authorities is a material inducement to the Company to make this Agreement and
that such appointment is coupled with an interest and is accordingly
irrevocable.  The Grantee agrees that such escrow holder shall not be liable to
any party hereto (or to any other party) for any actions or omissions unless
such escrow holder is grossly negligent relative thereto.  The escrow holder may
rely upon any letter, notice or other document executed by any signature
purported to be genuine and may resign at any time.  Upon the vesting of the
Restricted Shares, the escrow holder will, without further order or instruction,
transmit to the Grantee the certificate evidencing such Shares, subject,
however, to satisfaction of any withholding obligations provided in
Section 6 below.

	Distributions.  The Company shall disburse to the Grantee all regular
cash dividends with respect to the Shares and Additional Securities (whether
vested or not), less any applicable withholding obligations.  

	Withholding of Taxes.  


	General. The Grantee is ultimately liable and responsible for all
taxes owed by the Grantee in connection with the Award, regardless of any action
the Company or any Related Entity takes with respect to any tax withholding
obligations that arise in connection with the Award.  Neither the Company nor
any Related Entity makes any representation or undertaking regarding the
treatment of any tax withholding in connection with the grant or vesting of the
Award or the subsequent sale of Shares subject to the Award.  The Company and
its Related Entities do not commit and are under no obligation to structure the
Award to reduce or eliminate the Grantee's tax liability.

	Payment of Withholding Taxes. Prior to any event in connection with
the Award (e.g., vesting) that the Company determines may result in any tax
withholding obligation, whether United States federal, state, local or non-U.S.,
including any employment tax obligation (the "Tax Withholding
Obligation"), the Grantee must arrange for the satisfaction of the minimum
amount of such Tax Withholding Obligation in a manner acceptable to the Company.



	By Share Withholding.  The Grantee authorizes the Company to, upon
the exercise of its sole discretion, withhold from those Shares issuable to the
Grantee the whole number of Shares sufficient to satisfy the minimum applicable
Tax Withholding Obligation.  The Grantee acknowledges that the withheld Shares
may not be sufficient to satisfy the Grantee's minimum Tax Withholding
Obligation.  Accordingly, the Grantee agrees to pay to the Company or any
Related Entity as soon as practicable, including through additional payroll
withholding, any amount of the Tax Withholding Obligation that is not satisfied
by the withholding of Shares described above.

	By Sale of Shares.  Unless the Grantee determines to satisfy the Tax
Withholding Obligation by some other means in accordance with clause (iii)
below, the Grantee's acceptance of this Award constitutes the Grantee's
instruction and authorization to the Company and any brokerage firm determined
acceptable to the Company for such purpose to sell on the Grantee's behalf a
whole number of Shares from those Shares issuable to the Grantee as the Company
determines to be appropriate to generate cash proceeds sufficient to satisfy the
minimum applicable Tax Withholding Obligation.  Such Shares will be sold on the
day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon
thereafter as practicable.  The Grantee will be responsible for all broker's
fees and other costs of sale, and the Grantee agrees to indemnify and hold the
Company harmless from any losses, costs, damages, or expenses relating to any
such sale.  To the extent the proceeds of such sale exceed the Grantee's minimum
Tax Withholding Obligation, the Company agrees to pay such excess in cash to the
Grantee.  The Grantee acknowledges that the Company or its designee is under no
obligation to arrange for such sale at any particular price, and that the
proceeds of any such sale may not be sufficient to satisfy the Grantee's minimum
Tax Withholding Obligation.  Accordingly, the Grantee agrees to pay to the
Company or any Related Entity as soon as practicable, including through
additional payroll withholding, any amount of the Tax Withholding Obligation
that is not satisfied by the sale of Shares described above. 

	By Check, Wire Transfer or Other Means. At any time not less than
five (5) business days (or such fewer number of business days as determined by
the Administrator) before any Tax Withholding Obligation arises (e.g., a vesting
date), the Grantee may elect to satisfy the Grantee's Tax Withholding Obligation
by delivering to the Company an amount that the Company determines is sufficient
to satisfy the Tax Withholding Obligation by (x) wire transfer to such
account as the Company may direct, (y) delivery of a certified check
payable to the Company, or (z) such other means as specified from time to
time by the Administrator.  

	Additional Securities.  Any securities or cash received (other than a
regular cash dividend) as the result of ownership of the Restricted Shares (the
"Additional Securities"), including, but not by way of limitation,
warrants, options and securities received as a stock dividend or stock split, or
as a result of a recapitalization or reorganization or other similar change in
the Company's capital structure, shall be retained in escrow in the same manner
and subject to the same conditions and restrictions as the Restricted Shares
with respect to which they were issued, including, without limitation, the
Vesting Schedule set forth in the Notice.  The Grantee shall be entitled to
direct the Company to exercise any warrant or option received as Additional
Securities upon supplying the funds necessary to do so, in which event the
securities so purchased shall constitute Additional Securities, but the Grantee
may not direct the Company to sell any such warrant or option.  If Additional
Securities consist of a convertible security, the Grantee may exercise any
conversion right, and any securities so acquired shall constitute Additional
Securities.  In the event of any change in certificates evidencing the Shares or
the Additional Securities by reason of any recapitalization, reorganization or
other transaction that results in the creation of Additional Securities, the
escrow holder is authorized to deliver to the issuer the certificates evidencing
the Shares or the Additional Securities in exchange for the certificates of the
replacement securities.

	Stop-Transfer Notices.  In order to ensure compliance with the
restrictions on transfer set forth in this Agreement, the Notice or the Plan,
the Company may issue appropriate "stop transfer" instructions to its
transfer agent, if any, and, if the Company transfers its own securities, it may
make appropriate notations to the same effect in its own records.

	Refusal to Transfer.  The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as
owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.

	Restrictive Legends.  The Grantee understands and agrees that the
Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of
the Shares together with any other legends that may be required by the Company
or by state or federal securities laws:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF
THAT CERTAIN RESTRICTED STOCK BONUS AWARD AGREEMENT BETWEEN THE COMPANY AND THE
NAMED STOCKHOLDER.  THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE
TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON FILE
WITH THE SECRETARY OF THE COMPANY.


	Entire Agreement: Governing Law.  The Notice, the Plan and
this 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.  These agreements 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 or this Agreement be determined to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.

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

	Dispute Resolution.  The provisions of this Section 12 shall be
the exclusive means of resolving disputes arising out of or relating to the
Notice, the Plan and this Agreement.  The Company, the Grantee, and the
Grantee's assignees (the "parties") agree that any dispute arising out
of or relating to the Notice, the Plan and this Agreement shall be settled
exclusively by final and binding arbitration in accordance with the National
Rules for the Resolution of Employment Disputes of the American Arbitration
Association (the "AAA Rules").  A neutral and impartial arbitrator
shall be chosen by mutual agreement of the parties or, if the parties are unable
to agree upon an arbitrator within a reasonable period of time, then a neutral
and impartial arbitrator shall be appointed in accordance with the arbitrator
nomination and selection procedure set forth in the AAA Rules.  The arbitrator
shall apply the same substantive law, with the same statutes of limitations and
remedies, that would apply if the claims were brought in court.  The arbitrator
also shall prepare a written decision containing the essential findings and
conclusions upon which the decision is based.  Either party may bring an action
in court to compel arbitration with respect to any dispute arising out of or
relating to the Notice, the Plan and this Agreement or to enforce an arbitration
award.  Otherwise, neither party shall initiate or prosecute any lawsuit in any
way related to any dispute arising out of or relating to the Notice, the Plan
and this Agreement.  Any arbitration held pursuant to this Section 13 shall
take place in San Francisco, California.  The Company shall pay the costs of the
arbitrator.  If, for any legal reason, a controversy or claim between the
parties cannot be arbitrated as provided in this Section 13, the parties
agree that any civil action shall be brought in the United States District Court
for the Northern District of California or, only if there is no basis for
federal jurisdiction, in the Superior Court of the State of California in and
for the City and County of San Francisco.  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 12 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 party.

END OF AGREEMENT

EXHIBIT A



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



 

[Please sign this document but do not date it.  The date and
information of the transferee will be completed if and when the shares are
assigned.]


FOR VALUE RECEIVED,                                 hereby sells,
assigns and transfers unto _______________________, _____ thousand
(_______) shares of the Common Stock of MarketWatch, Inc., a Delaware
Company (the "Company"), standing in his name on the books of, the
Company represented by Certificate No.                   
     herewith, and does hereby irrevocably constitute and appoint the
Secretary of the Company attorney to transfer the said stock in the books of the
Company with full power of substitution.  


DATED: ________________