September 29 2004 8K Exhibit 10.3





                                                          Exhibit 10.3




MarketWatch, Inc. 2004 STOCK INCENTIVE PLAN

FORM OF NOTICE OF 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, as amended from time to time (the "Plan") and the
Stock Option Award Agreement (the "Option 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 

Vesting Commencement Date 

Exercise Price per Share $

Total Number of Shares Subject

to the Option (the "Shares")

Total Exercise Price $

Type of Option:  Incentive Stock 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 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.

During any authorized leave of absence, the vesting of the Option as provided
in this schedule shall be suspended after the leave of absence exceeds a period
of ninety (90) days.  Vesting of the Option 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 of the Option 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 Option shall continue only to the extent determined by the
Administrator as of such change in status.

In the event of termination of the Grantee's Continuous Service for Cause,
the Grantee's right to exercise the Option shall terminate concurrently with the
termination of the Grantee's Continuous Service, except as otherwise determined
by the Administrator.

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, 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 HIRED, BEING GRANTED THE OPTION OR
ACQUIRING SHARES HEREUNDER).  THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE
GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE'S
CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT
OR THE RIGHT OF THE COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES
SERVICES TO TERMINATE THE GRANTEE'S CONTINUOUS SERVICE, 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 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, 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 and the Option Agreement.
The Grantee hereby agrees that all disputes arising out of or relating to this
Notice, the Plan 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



FORM OF STOCK OPTION AWARD AGREEMENT

1.Grant of Option.  MarketWatch, Inc., a Delaware
corporation (the "Company"), hereby grants to the Grantee (the
"Grantee") named in the Notice of 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 Stock Option Award Agreement (the "Option Agreement") and
the Company's 2004 Stock Incentive Plan, as amended from time to time
(the "Plan"), which are incorporated herein by reference.  Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Option Agreement. 

If designated in the Notice as an Incentive Stock Option, the Option is
intended to qualify as an Incentive Stock Option as defined in Section 422
of the Code.  However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of Shares subject to Options designated as Incentive
Stock Options which become exercisable for the first time by the Grantee during
any calendar year (under all plans of the Company or any Parent or Subsidiary of
the Company) exceeds $100,000, such excess Options, to the extent of the Shares
covered thereby in excess of the foregoing limitation, shall be treated as Non-
Qualified Stock Options.  For this purpose, Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the date the Option with respect
to such Shares is awarded.

2.Exercise of Option

(a)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 and this Option Agreement.  The Option
shall be subject to the provisions of Section 11 of the Plan relating to the
exercisability or termination of the Option in the event of a Corporate
Transaction.  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.


(b)Method of Exercise.  The Option shall be exercisable 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 3(c), below.

(c)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, such other tax obligations of the Grantee incident to the
receipt of Shares or the disqualifying disposition of Shares received on
exercise of an Incentive Stock Option.  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.

3.Method of Payment.  Payment of the Exercise Price shall be made
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: 

(a)cash;

(b)check; or

(c)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. 

4.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.