MARKETWATCH COM INC, POS AM, 2000-04-12

MARKETWATCH COM INC
POS AM, 2000-04-12
COMPUTER PROCESSING & DATA PREPARATION

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 2000

REGISTRATION NO. 333-84789
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
ON

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

MARKETWATCH.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<CAPTION>
DELAWARE 7375 94-3315360
<S> <C> <C>
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

825 BATTERY STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 733-0500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

JOAN P. PLATT
CHIEF FINANCIAL OFFICER
MARKETWATCH.COM, INC.
825 BATTERY STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 733-0500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

COPIES TO:
JEFFREY R. VETTER, ESQ.
SAYRE E. STEVICK, ESQ.
CYNTHIA E. GARABEDIAN, ESQ.
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
(650) 494-0600

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

1,589,138 SHARES OF

COMMON STOCK OF

MARKETWATCH.COM, INC.

The shares of common stock of MarketWatch.com, Inc. may be offered from
time to time by the stockholders of MarketWatch.com, who were former
stockholders of BigCharts Inc., listed under "Selling Stockholders." The shares
will become eligible for sale at the times described under "Plan of
Distribution." MarketWatch.com will not receive any proceeds from the sale of
these shares.

The common stock is listed on the Nasdaq National Market under the symbol
"MKTW." On March 31, 2000, the closing price per share of the common stock on
the Nasdaq National Market was $34.50.

THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 5.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is April 12, 2000
<PAGE> 3

You may rely only on the information contained in this prospectus. We have
not authorized anyone to provide information different from that contained in
this prospectus. Neither the delivery of this prospectus nor sale of common
stock means that information contained in this prospectus is correct after the
date of this prospectus. This prospectus is not an offer to sell or solicitation
of an offer to buy these shares of common stock in any circumstances under which
the offer or solicitation is unlawful.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.......................................... 3
Risk Factors................................................ 5
Use of Proceeds............................................. 11
Dividend Policy............................................. 11
Price Range of Common Stock................................. 11
Selling Stockholders........................................ 12
Plan of Distribution........................................ 15
Legal Matters............................................... 17
Experts..................................................... 17
Where You Can Find Additional Information................... 18
</TABLE>

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PROSPECTUS SUMMARY

You should read the following summary together with the more detailed
information appearing elsewhere in this prospectus and incorporated by reference
into this prospectus and financial statements and related notes appearing
elsewhere in this prospectus. This prospectus contains forward-looking
statements. 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 section entitled "Risk Factors," as well as
those included elsewhere in this prospectus contain a discussion of some of the
factors that could contribute to these differences.

MARKETWATCH.COM

We are a leading web-based provider of comprehensive, real-time business
news, financial programming and analytic tools. Our CBS.MarketWatch.com web site
also offers several tiers of paid subscription products, personal finance
commentary and data, community features and other services designed to provide a
"one-stop-shop" for our audience's financial information needs.

We were formed in October 1997 as a joint venture 50% owned by each of CBS
Broadcasting Inc., or CBS, and Data Broadcasting Corporation, or DBC. CBS
licensed its name, logo and certain news content for use in connection with the
CBS.MarketWatch.com web site. When this joint venture was formed, CBS and DBC
agreed that their contributions would be treated as having equal value. CBS
initially licensed us the right to use its name, logo and news content for a
period of five years in exchange for a royalty of approximately 30% of our
banner advertising revenue. It also separately agreed to provide us with $50.0
million in rate card promotion and advertising. In January 1999, CBS agreed to
amend the license to extend the term through October 2005, to provide us with
$30.0 million in rate card promotion and advertising from October 1997 through
October 2002 and to amend the royalty rate to be paid by us from 30% of banner
advertising revenues to 6% to 8% of gross revenues, subject to certain
limitations. DBC contributed certain assets related to our predecessor business,
which it formed in October 1995, and agreed to provide our initial funding.
Under a services agreement, DBC agreed to provide ongoing services, including
hosting our web site through October 2002. In January 1999, this services
agreement was amended to provide for an eight-year term through October 2005 and
to add other provisions relating to system performance and hardware.

In June 1999, we acquired BigCharts Inc., a provider of licensed financial
charting content to electronic brokers, financial publishers and portals. In
connection with the acquisition of BigCharts, we issued an aggregate of
2,174,962 shares of our common stock for all of the outstanding capital stock,
including stock options, of BigCharts, of which 158,914 shares are subject to an
escrow to secure the indemnification obligations of the principal stockholders
of BigCharts. We also made a cash payment of $6.0 million.

In January 2000, we 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, we will license our 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.

In March 2000, we entered into an agreement with DBC and CBS under which
DBC and CBS will each purchase an additional 1,136,814 shares of our 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
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card advertising and promotion over the next two years. The agreement is to
close upon satisfaction of all antitrust regulatory requirements and customary
closing conditions.

Our address is 825 Battery Street, San Francisco, California, 94111 and our
telephone number is (415) 733-0500.

The information on our Web site and on the Web site of BigCharts Inc.,
which we acquired in June 1999, is not a part of this prospectus.

MarketWatch.com, the MarketWatch.com logo, MarketWatch Live and MarketWatch
RT are some of our service marks. The CBS name and the "Eye" design are
registered trademarks of CBS. This prospectus also includes trademarks and trade
names of other companies.
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RISK FACTORS

Purchasing the common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before deciding to purchase shares of our common stock.

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
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on DBC for the administrative services which it currently provides, 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 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 we expect to be fully implemented by the end of fiscal 2000. If we
are not able to successfully transition our systems and servers away 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.

WE 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

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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

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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 sites.

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

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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 31, 2000, the closing sale price was $34.50. Our 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

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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.

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USE OF PROCEEDS

We will not receive any proceeds from sales by the selling stockholders.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock and
do not anticipate paying any cash dividends on our capital stock in the
foreseeable future. We may incur indebtedness in the future which may prohibit
or effectively restrict the payment of dividends, although we have no current
plans to do so.

PRICE RANGE OF COMMON STOCK

Our common stock has been traded on the Nasdaq National Market under the
symbol "MKTW" since January 15, 1999. Prior to that time, there was no public
market for our common stock. The following table sets forth for the periods
indicated the high and low reported sale prices for our common stock as reported
by the Nasdaq National Market.

<TABLE>
<CAPTION>
1999 HIGH LOW
---- ------- -------
<S> <C> <C>
First Quarter (from January 15, 1999)....................... $130.00 $ 56.00
Second Quarter.............................................. 107.00 45.00
Third Quarter............................................... 59.75 26.63
Fourth Quarter.............................................. 64.81 36.00
2000
- ------------------------------------------------------------
First Quarter............................................... $ 45.94 $ 33.06
</TABLE>

On March 31, 2000, the last reported sale price for the common stock on the
Nasdaq National Market was $34.50 per share.

As of March 31, 2000, there were approximately 218 holders of record of the
common stock although we believe that there were a greater number of beneficial
owners of our common stock.

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 our operating results;

- announcements of technological innovations or new products and media
properties by us or our competitors;

- additions or departures of key personnel;

- changes in financial estimates and recommendations by securities
analysts;

- the operating and stock price performance of other companies that
investors may deem comparable to us; 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.

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SELLING STOCKHOLDERS

Each of the stockholders named below was formerly a stockholder of
BigCharts who acquired shares of our common stock in the transaction under which
we acquired all of the issued and outstanding share capital stock of BigCharts.
No BigCharts stockholder has had any position, office or other material
relationship with us, other than in connection with the acquisition of
BigCharts, within the past three years. Jamie J. Thingelstad, formerly the Chief
Technology Officer of BigCharts, is our Chief Technology Officer. Philip D.
Hotchkiss, formerly the President and Chief Executive Officer of BigCharts,
served as one of our directors from June 1999 to March 2000 and as our President
from October 1999 to March 2000.

The following table assumes that each BigCharts stockholder sells all of
the shares held by this stockholder in this offering. However, we are unable to
determine the exact number of shares that will actually be sold or when or if
these sales will occur. In addition, certain of the BigCharts stockholders are
trusts which may, in the future, distribute their shares of their trust
beneficiaries, which distributees may likewise distribute the shares to their
trust beneficiaries. Those shares may later be sold by those trust
beneficiaries, or any of their distributees. The BigCharts stockholders have
advised us that each of them is the beneficial owner of their shares being
offered. Percentage ownership is based on 13,753,054 shares outstanding as of
June 30, 1999.

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<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY OWNED BENEFICIALLY OWNED
BEFORE OFFERING AFTER OFFERING
---------------------- -------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENTAGE NUMBER PERCENTAGE
------------------------ --------- ---------- ------ ----------
<S> <C> <C> <C> <C>
Gile Corporation............................... 5,696 *% -- *%
Gile, Elizabeth S. ............................ 2,848 * -- *
Gorzkowski, Maciej............................. 379 * -- *
Greenbaum, Sholem.............................. 14,690 * -- *
Halikias, Thomas............................... 36,170 * -- *
Heller, Robert W. ............................. 82,140 * -- *
Hotchkiss, Philip D. and Nancy A. Hotchkiss
JTWROS....................................... 2,848 * -- *
Hotchkiss, Philip D. and Sherry Lau JTWROS..... 5,156 * -- *
Huffer, Michael John and Maureen Delia JTWROS.. 5,696 * -- *
Hutchins, Robert W. ........................... 5,696 * -- *
Johnson, Scott Mitchell........................ 2,848 * -- *
Kappes, Jon.................................... 1,405 * -- *
Karkela, Larry W. ............................. 10,444 * -- *
Koentopf, David D. ............................ 62,201 * -- *
Lanier, Monroe B. III.......................... 2,848 * -- *
Lindquist & Vennum P.L.L.P..................... 3,797 * -- *
Malmberg, David C. ............................ 75,684 * -- *
Maxwell Sr., Charles J. ....................... 18,989 * -- *
Maxwell, John M. and Christine L., JTWROS...... 18,989 * -- *
McGuire, Thomas R. ............................ 7,595 * -- *
McLean, Robert W. ............................. 28,484 * -- *
Melton, Donald R. ............................. 5,696 * -- *
Miller, Geraldine and Linda Kay Collins
JTWROS....................................... 9,494 * -- *
Mills, Wayne W. ............................... 14,242 * -- *
Mosher, Kent D. ............................... 2,848 * -- *
Norwest Bank Minnesota, N.A. as Trustee of the
David C. Malmberg GRAT u/a dtd 4/26/99....... 8,355 * -- *
Orlinsky, Mindy and Henry...................... 18,085 * -- *
Ornstein, Michell R. .......................... 5,696 * -- *
Pedhazur, Hadar................................ 55,382 * -- *
Perlman, Dean B. .............................. 2,848 * -- *
Philip D. Hotchkiss and Nancy A. Hotchkiss, or
his/her successors, as Trustees of the
Amendment and Restatement of Nancy A.
Hotchkiss Revocable Trust U/A dated January
20, 1992..................................... 9,019 * -- *
Philip D. Hotchkiss, TR UA July 2, 1998........ 453,097 3.3 -- *
Ratcliff, David E. ............................ 2,848 * -- *
Rikkers, James................................. 4,747 * -- *
Ryan Helgeson and Angela Speed JTWROS.......... 37 * -- *
Santrizos, Nicholas P. ........................ 18,989 * -- *
Schmidt, Wayne J. ............................. 3,797 * -- *
Schrader, Fredric H. Living Trust dtd 3/11/98,
Fred Schrader Ttee........................... 11,393 * -- *
Schrader, Kevin David.......................... 1,898 * -- *
Segal, Norma C. ............................... 1,424 * -- *
</TABLE>

13
<PAGE> 15

* Represents beneficial ownership of less than 1%.

14
<PAGE> 16

PLAN OF DISTRIBUTION

In connection with the acquisition of all of the issued and outstanding
share capital of BigCharts, each of the BigCharts stockholders entered in to a
registration rights agreement with us. The registration statement of which this
prospectus forms a part has been filed under the terms of that agreement. To our
knowledge, no BigCharts stockholder has entered into any agreement, arrangement
or understanding with any particular broker or market maker with respect to the
shares offered, nor do we know the identity of the brokers or market makers that
will participate in the offering.

The shares of common stock covered by this prospectus may be offered and
sold from time to time by the BigCharts stockholders or by pledgees, donees,
transferees and other successors in interest. The BigCharts stockholders will
act independently of us in making decisions with respect to the timing, manner
and size of each sale.

Of the 1,589,138 shares of common stock covered by this prospectus, 158,867
shares became available for immediate sale in the public market on August 23,
1999. With regard to the remaining 1,430,271 shares, the BigCharts stockholders
have agreed that they will not sell or otherwise transfer the economic ownership
of the shares before specified dates. As a result of these contractual
restrictions, an additional 330,713 shares became eligible for sale on December
6, 1999, 330,713 shares became eligible for sale on March 5, 2000, 480,637
shares will be eligible for sale on June 9, 2000, 149,868 shares will be
eligible for sale on June 9, 2001 and 138,340 shares will be eligible for sale
on June 9, 2002.

These sales may be made over the Nasdaq National Market or otherwise, at
then prevailing market prices, at prices related to prevailing market prices or
at negotiated prices. The shares may be sold by one or more of the following:

- a block trade in which the broker-dealer engaged by the BigCharts
stockholder will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;

- purchases by the broker-dealer as principal and resale by the broker or
dealer for this account pursuant to this prospectus; and

- ordinary brokerage, transactions and transactions in which the broker
solicits purchasers.

We have been advised by the BigCharts stockholders that they have not, as
of the date of this prospectus, entered into any arrangement with a
broker-dealer for the sale of shares through a block trade, special offering, or
secondary distribution of a purchase by a broker-dealer. In effecting sales,
broker-dealers engaged by the BigCharts stockholders may arrange for other
broker-dealers to participate. Broker-dealers will receive commissions or
discounts from the BigCharts stockholders in amounts to be negotiated
immediately prior to the sale. In addition, certain of the BigCharts
stockholders are trusts which may, in the future, distribute their shares to
their trust beneficiaries. Those shares may later be sold by those trust
beneficiaries, or any of their respective distributees.

In connection with distributions of the shares or otherwise, the BigCharts
stockholders may enter into hedging transactions with broker-dealers. In
connection with these transactions, broker-dealers may engage in short sales of
the shares registered under this registration statement in the course of hedging
the positions they assume with selling stockholders. The BigCharts stockholders
may also sell shares short and redeliver the shares to close out their short
positions. The BigCharts stockholders may also enter into option or other
transactions with broker-dealers which require the delivery to the broker-dealer
of the shares registered under this registration statement, which the
broker-dealer may resell or otherwise transfer pursuant to this prospectus. A
BigCharts stockholder may also loan or pledge the shares registered under this
registration statement to a broker-dealer and the broker-dealer

15
<PAGE> 17

may sell the shares so loaned or upon a default, the broker-dealer may effect
sales of the pledged shares pursuant to this prospectus.

Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from BigCharts stockholders in amounts to
be negotiated in connection with the sale. These broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with these sales, and any
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act. The BigCharts stockholders have agreed in
the registration rights agreement not to sell any of the shares of common stock
pursuant to this prospectus in an underwritten offering without providing us
with prior written notice. In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 or Rule 145 under the
Securities Act may be sold under Rule 144 or Rule 145 rather than pursuant to
this prospectus.

We will bear all costs, expenses and fees in connection with the
registration of the shares. Commissions and discounts, if any, attributable to
the sales of the shares will be borne by the BigCharts stockholders. The
BigCharts stockholders may agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act. Under the
terms registration rights agreement, MarketWatch.com and the BigCharts
stockholders have agreed to indemnify each other and other persons against
specified liabilities in connection with the offering of the shares, including
liabilities arising under the Securities Act.

We have advised the BigCharts stockholders that the anti-manipulation rules
under the Exchange Act may apply to sales of shares in the market and to the
activities of the BigCharts stockholders and their affiliates. The BigCharts
stockholders have advised us that during the time as they may be engaged in the
attempt to sell shares registered under this registration statement, they will:

- not engage in any stabilization activity in connection with any of our
securities;

- not bid for or purchase any of our securities or any rights to acquire
our securities, or attempt to induce any person to purchase any of our
securities or rights to acquire our securities other than as permitted
under the Exchange Act;

- not effect any sale of distribution of the shares until after the
prospectus shall have been appropriately amended or supplemented, if
required, to set forth the terms thereof; and

- effect all sales of shares in broker's transactions through
broker-dealers acting as agents, in transactions directly with market
makers or in privately negotiated transactions where no broker or other
third party, other than the purchaser, is involved.

We have the ability to suspend the use of this prospectus, if, in the good
faith judgment of our board of directors, it would be seriously detrimental to
MarketWatch.com and our stockholders for resales of shares to be made due to:

- the existence of a material development or potential material development
with respect to or involving us which we would be obligated to disclose
in the prospectus, which disclosure would in the good faith judgment of
our board of directors be premature or otherwise inadvisable at that time
and would have a material adverse affect upon us and our stockholders, or

- the occurrence of any event that makes any statement made in the
prospectus or any document incorporated or deemed to be incorporated by
reference to the prospectus untrue in any material respect or which
requires the making of any changes n the prospectus so that it

16
<PAGE> 18

will not contain any untrue statement of a material fact required to be
stated in the prospectus or necessary to make the statements in the
prospectus not misleading or omit to state any material fact required to
be stated in the prospectus or necessary to make the statements in the
prospectus, in the light of the circumstances under which they were made,
not misleading.

This offering will terminate as to each BigCharts stockholder on the
earlier of:

- June 9, 2001, or

- the date on which all shares offered have been sold by the BigCharts
stockholders.

The BigCharts stockholders may elect not to sell any or all of the sharer
of common stock offered.

Upon the occurrence of any of the following events, this prospectus will be
amended to include additional disclosure before offers and sales of the
securities in question are made:

- to the extent the securities are sold at a fixed price or at a price
other than the prevailing market price, the price would be set forth in
the prospectus;

- if the securities are sold in block transactions and the purchaser acting
in the capacity of an underwriter wishes to resell, these arrangements
would be described in the prospectus;

- if a BigCharts stockholder sells to a broker-dealer acting in the
capacity as an underwriter, the broker-dealer will be identified in the
prospectus; and

- if the compensation paid to broker-dealers is other than usual and
customary discounts, concessions or commissions, disclosure of the terms
of the transaction would be included in the prospectus.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for us by Fenwick & West LLP, Palo Alto, California.

EXPERTS

The consolidated financial statements of MarketWatch.com, Inc. as of
December 31, 1999 and 1998 and 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 our Annual Report on Form 10-K for the year ended December
31, 1999, incorporated by reference in this prospectus and elsewhere in the
registration statement, have been so incorporated in reliance upon the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
such firm as experts in auditing and accounting.

The statements of operations and of cash flows of the DBC Online/News
Business for the period from January 1, 1997 through October 28, 1997 in our
Annual Report on Form 10-K for the year ended December 31, 1999, incorporated by
reference in this prospectus and elsewhere in the registration statement, have
been so included in reliance upon the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
auditing and accounting.

17
<PAGE> 19

WHERE YOU CAN FIND ADDITIONAL INFORMATION

This prospectus constitutes a part of a registration statement on Form S-3
filed by us with the Securities and Exchange Commission under the Securities Act
with respect to the shares of common stock offered by this prospectus. This
prospectus does not contain all of the information set forth in the registration
statement and the related exhibits. For further information with respect to us
and the common stock offered by this prospectus, reference is made to the
registration statement. Statements contained in this prospectus regarding the
contents of any contract or any other document to which reference is made are
not necessarily complete, and, in each instance, reference is made to the copy
of such contract or other document filed as an exhibit to the registration
statement or incorporated by reference into the registration statement, each
such statement being qualified in all respects by such reference. A copy of the
registration statement and the related exhibits and schedule may be inspected
without charge at the public reference facilities maintained by the Securities
and Exchange Commission at the addresses set forth below.

Because we are subject to the informational requirements of the Securities
Exchange Act of 1934, we file reports and other information with the Securities
and Exchange Commission. Reports, registration statements, proxy and information
statements that we have filed can be inspected and copied at the reference
facilities maintained by the Securities and Exchange Commission located in Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at regional offices
located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New York, New
York 10048, and copies of all or any part of such documents may be obtained from
such offices upon the payment of the fees prescribed by the Securities and
Exchange Commission. The Securities and Exchange Commission maintains a web site
that contains reports, proxy and information statements and other information
regarding companies that file electronically with the Securities and Exchange
Commission. The address of the site is http://www.sec.gov.

The following documents that we have filed with the Securities and Exchange
Commission are incorporated into this prospectus by reference:

- the registration statement on Form S-3 of which this prospectus is a
part, and the exhibits filed with this registration statement or
incorporated into the registration statement by reference;

- our annual report on Form 10-K for the fiscal year ended December 31,
1999;

- our registration statement on Form 8-A file with the Securities and
Exchange Commission on November 25, 1998; and

- all other information that we file with the Securities and Exchange
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this prospectus and before the
termination of this offering.

To the extent that any statement in this prospectus is inconsistent with
any statement that is incorporated by reference, the statement in the prospectus
shall control. The incorporated statement shall not be deemed, except as
modified or superceded, to constitute a part of this prospectus or the
registration statement.

We will furnish without charge to each person to whom a copy of this
prospectus is delivered, upon written or oral request, a copy of the information
that has been incorporated by reference into this prospectus (except exhibits,
unless they are specifically incorporated by reference into this prospectus).
You should direct any requests for copies to MarketWatch.com, Inc., 825 Battery
Street, San Francisco, California 94111, Attention: Investor Relations, (415)
733-0500.

18
<PAGE> 20

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

1,589,138 SHARES OF
COMMON STOCK
OF
MARKETWATCH.COM, INC.

------------------------
PROSPECTUS
------------------------

April 12, 2000

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 21

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE IN DISTRIBUTION.

The expenses to be paid by the Registrant in connection with this offering
are as follows. All amounts other than the SEC registration fee and Nasdaq
National Market application fee are estimates.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 12,772
Nasdaq National Market filing fee........................... 17,500
Printing.................................................... 15,000
Legal fees and expenses..................................... 20,000
Accounting fees and expenses................................ 20,000
Blue Sky fees and expenses.................................. 5,000
Transfer agent and registrar fees and expenses.............. 5,000
Miscellaneous............................................... 10,000
--------
Total............................................. $105,272
========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act").

As permitted by the Delaware General Corporation Law, the Registrant's
Amended and Restated Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) under section 174 of the Delaware General
Corporation Law (regarding unlawful dividends and stock purchases), or (iv) for
any transaction from which the director derived an improper personal benefit.

As permitted by the Delaware General Corporation Law, the Bylaws of the
Registrant provide that (i) the Registrant is required to indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law, subject to certain very limited exceptions, (ii) the Registrant
may indemnify its other employees and agents as set forth in the Delaware
General Corporation Law, (iii) the Registrant is required to advance expenses,
as incurred, to its directors and officers in connection with a legal proceeding
to the fullest extent permitted by the Delaware General Corporation Law, subject
to certain very limited exceptions, and (iv) the rights conferred in the Bylaws
are not exclusive.

The Registrant has entered into Indemnification Agreements with each of its
current directors and officers to give such directors and officers additional
contractual assurances regarding the scope of the indemnification set forth in
the Registrant's Amended and Restated Certificate of Incorporation and to
provide additional procedural protections. At present, there is no pending
litigation or proceeding involving a director, officer or employee of the
Registrant regarding which indemnification is sought, nor is the Registrant
aware of any threatened litigation that may result in claims for
indemnification.

II-1
<PAGE> 22

The Registrant, with approval by the Registrant's Board of Directors, has
obtained directors' and officers' liability insurance.

Reference is made to the following documents incorporated by reference into
this Registration Statement regarding relevant indemnification provisions
described above:

<TABLE>
<CAPTION>
DOCUMENT
--------
<S> <C>
Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3.01 to
the Registrant's Annual Report on Form 10-K (File No.
000-25113) filed with the Securities and Exchange
Commission on March 31, 1999 as subsequently amended on
April 21, 1999).
Bylaws of Registrant (incorporated by reference to Exhibit
3.02 to 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).
Form of Indemnity Agreement (incorporated by reference to
Exhibit 10.01 to 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).
</TABLE>

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

The following table sets forth information regarding all securities sold by
the Registrant and its predecessor, MarketWatch.com, LLC since October 29, 1997,
the date of the Company's inception.

<TABLE>
<CAPTION>
NUMBER
DATE TITLE OF OF AGGREGATE FORM OF
CLASS OF PURCHASER OF SALE SECURITIES SHARES PURCHASE PRICE CONSIDERATION
------------------ -------- ---------- --------- -------------- -------------
<S> <C> <C> <C> <C> <C>
CBS Inc.......................... 10/29/97 Membership Interests 50%(1) (2) Advertising Commitments
Data Broadcasting Corporation.... 10/29/97 Membership Interests 50%(1) (3) Cash and Assigned Assets
Former employee of
MarketWatch.com................ 4/20/99 Common Stock 1,416 (4) (4)
Former stockholders of BigCharts
Inc............................ 6/9/99 Common Stock 1,589,138 (5) (5)
</TABLE>

- -------------------------
(1) Represents percentage interests in MarketWatch.com, LLC.

(2) In connection with the formation of MarketWatch.com, LLC, CBS agreed to
contribute promotion and advertising with an aggregate rate card amount of
$50.0 million over a period of five years, which could not be objectively
valued as of the date of contribution. This aggregate rate card amount will
be reduced to $30.0 million upon the execution of the Amended and Restated
License Agreement.

(3) DBC contributed $1.0 million in cash and certain assets relating to its
existing "Online/News" business and contributed $1.0 million in cash on
October 29, 1998, in exchange for its membership interests.

(4) On April 20, 1999, a former employee of MarketWatch.com exercised an option
to purchase 1,416 shares of common stock at a price of $7.50 per share.

(5) In connection with our acquisition of BigCharts Inc. in June 1999, we issued
an aggregate of 2,174,062 shares of common stock to the former stockholders
of BigCharts Inc. in exchange for their then outstanding capital stock,
including stock options.

In January 1999, MarketWatch.com, LLC was converted into a corporation and
all membership interests were converted into common stock of the Registrant.
These membership interests were converted into 4,500,000 shares held by each of
CBS and DBC.

II-2
<PAGE> 23

All sales were made in reliance on Section 4(2) of the Securities Act, Rule
701 promulgated under the Securities Act and/or Regulation D promulgated under
the Securities Act. These sales were made without general solicitation or
advertising. Each purchaser was an "accredited investor" or sophisticated
investor with access to all relevant information necessary to evaluate the
investment who represented to the Registrant that the shares were being acquired
for investment.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) The following exhibits are filed herewith:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
<C> <S>
2.01(1) Merger Agreement dated January 13, 1999, entered into by
MarketWatch.com, LLC and the Registrant.
2.02(2) Agreement and Plan of Reorganization dated April 28, 1999,
entered into by the Registrant and BigCharts Inc.
4.01(3) Form of Specimen Stock Certificate for Registrant's common
stock, which is incorporated herein by reference to the
Registration Statement.
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.
5.01* Opinion of Fenwick & West LLP regarding the legality of the
securities being registered.
23.01* Consent of Fenwick & West (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP.
27.01(4) Financial Data Schedule (EDGAR Version Only).
</TABLE>

- -------------------------
* Previously filed as an exhibit to this Registration Statement.

(1) Incorporated by reference to exhibits of the same number to the Registrant's
Annual Reports on Form 10-K (File No. 000-25113) filed 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 to 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 exhibit of the same number to 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 exhibit of the same number to the Registrant's
Annual Report on Form 10-K (File No. 000-25113), filed with the Securities
and Exchange Commission on March 30, 2000.

(b) Financial Statement Schedule

No financial statement schedules are provided because the information
called for is not required or is shown either in the financial statements or the
notes thereto.

II-3
<PAGE> 24

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being

II-4
<PAGE> 25

registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-5
<PAGE> 26

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California, on this 12th day of April, 2000.

MARKETWATCH.COM, INC.

By: /s/ LARRY S. KRAMER
------------------------------------
Larry S. Kramer
Chief Executive Officer and
Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ LARRY S. KRAMER Chief Executive Officer and April 12, 2000
- ----------------------------------------------------- Chairman of the Board
Larry S. Kramer (Principal Executive
Officer)

/s/ JOAN P. PLATT Chief Financial Officer and April 12, 2000
- ----------------------------------------------------- Secretary
Joan P. Platt (Principal Financial Officer
and Principal Accounting
Officer)

* Director April 12, 2000
- -----------------------------------------------------
Alan J. Hirschfield

* Director April 12, 2000
- -----------------------------------------------------
Michael H. Jordan

* Director April 12, 2000
- -----------------------------------------------------
Andrew Heyward

* Director April 12, 2000
- -----------------------------------------------------
Robert Lessin

* Director April 12, 2000
- -----------------------------------------------------
Daniel Mason

Director
- -----------------------------------------------------
Russell I. Pillar

Director
- -----------------------------------------------------
Carl Spielvogel

Director
- -----------------------------------------------------
Stephen Hill

Director
- -----------------------------------------------------
John Makinson

Director
- -----------------------------------------------------
Peter Glusker

*By: /s/ LARRY S. KRAMER Attorney-in-fact April 12, 2000
------------------------------------------------
Larry S. Kramer
</TABLE>

II-6
<PAGE> 27

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
<C> <S>
23.02 Consent of PricewaterhouseCoopers LLP.
</TABLE>

<PAGE> 1

EXHIBIT 23.02

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated February 9, 2000, except as to Note
10 which is as of March 28, 2000, relating to the consolidated financial
statements of MarketWatch.com, Inc., and June 15, 1998, relating to the
financial statements of the DBC Online/News Business, a division of Data
Broadcasting Corporation, which appear in MarketWatch.com, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1999. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP
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PricewaterhouseCoopers LLP

San Jose, California
April 12, 2000