SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM 8-K

             CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

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

                                 July 29, 2003
    -----------------------------------------------------------------------
               Date of Report (Date of earliest event reported)


                                 Pinnacor Inc.
    -----------------------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)


       Delaware                   000-30309                    13-4042678
------------------------------------------------------------------------------
    (State or Other           (Commission File No.)         (I.R.S. Employer
    Jurisdiction of                                          Identification
    Incorporation)                                            No.)


               601 West 26th Street
               13th Floor
               New York, NY                               10001
------------------------------------------------------------------------------
               (Address of Principal                    (Zip Code)
                Executive Offices)


                                (212) 691-7900
------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)


                                     None
-------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)





Item 7.  Exhibits

       (c)    Exhibits

       Exhibit 99.1     Press Release of Pinnacor Inc. dated July 29, 2003
                        reporting financial results for the second quarter
                        of 2003

Item 12.  Disclosure of Results of Operations and Financial Condition

On July 29, 2003 the Registrant will announce its financial results for the
second quarter of 2003 in a presentation broadly accessible to the public by
dial-in conference call and via webcast.

The following information, including the exhibit attached hereto, shall not be
deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor
shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.

In addition to financial results determined in accordance with generally
accepted accounting principles ("GAAP"), Pinnacor utilizes non-GAAP financial
measures (within the meaning of Regulation G promulgated by the Securities and
Exchange Commission) in its second quarter 2003 press release and conference
call. For purposes of Regulation G, a non-GAAP financial measure is a
numerical measure of a registrant's historical or future financial
performance, financial position or cash flows that excludes amounts, or is
subject to adjustments that have the effect of excluding amounts, that are
included in the most directly comparable measure calculated and presented in
accordance with GAAP in the statement of income, balance sheet or statement of
cash flows (or equivalent statements) of the issuer; or includes amounts, or
is subject to adjustments that have the effect of including amounts, that are
excluded from the most directly comparable measure so calculated and
presented. These measures should be considered in addition to results prepared
in accordance with GAAP, but are not a substitute for or superior to GAAP
results. Non-GAAP financial measures are used because management believes this
information provides investors useful information in evaluating the results of
the continuing operations and believes that this information provides the
users of the financial statements a valuable insight into the operating
results of Pinnacor. The non-GAAP measure of adjusted EBITDA is presented to
supplement the consolidated financial statements in accordance with GAAP.
Pinnacor defines adjusted EBITDA as operating loss excluding depreciation and
amortization, restructuring and asset abandonment charges and stock-based
compensation. Specifically, management believes that adjusted EBITDA is of
interest to its investors because Pinnacor excludes these costs when analyzing
operations since they are principally non-cash. Adjusted EBITDA does not
represent cash flow from operations, as defined by GAAP. Adjusted EBITDA
should not be considered a substitute for net income or loss, or as an
indicator of operating performance or whether cash flows will be sufficient to
fund cash needs.

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a
press release of the Registrant, dated July 29, 2003, reporting the
Registrant's financial results for the second quarter of 2003.

                                   SIGNATURE

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         PINNACOR INC.

                                         By: /s/ David Obstler

                                         David Obstler

                                         Chief Financial Officer and EVP of
                                         Corporate Development and Strategy

Date:  July 29, 2003



                                 EXHIBIT INDEX

       Exhibit No.        Description

       99.1           Press Release dated July 29, 2003 reporting financial
                      results of the Registrant for the second quarter of 2003.



EXHIBIT 99.1
PINNACOR INC.
CONTACTS:

Investors:                                         Media:
Rowan Hajaj                                        Therese Bruno
212.691.7900                                       212.691.7900
rhajaj@pinnacor.com                                tbruno@pinnacor.com



FOR IMMEDIATE RELEASE




                Pinnacor Inc. Reports Positive GAAP Net Income
                  Fifth Consecutive Quarter of Growing EBITDA


New York, N.Y., July 29, 2003 - Pinnacor Inc. (Nasdaq: PCOR), a provider of
business and financial information and analytical applications, today
announced financial results for the second quarter ending June 30, 2003.

Financial Highlights for the Second Quarter 2003:

|X|      Revenues of $8.4 million
|X|      GAAP net income of $142,000 and break-even basic EPS
|X|      Basic EPS, excluding amortization of identifiable intangible assets
         and stock-based compensation, of $0.01
|X|      Adjusted EBITDA (A) of $704,000
|X|      Cash flow provided by operating activities of $440,000
|X|      Cash, cash equivalents and marketable securities of $47.9 million
         or approximately $1.18 per share at quarter end

"Pinnacor continues to demonstrate solid financial performance and operating
momentum," said Kirk Loevner, chairman and CEO, Pinnacor. "Our customers value
the breadth and depth of solutions we provide, resulting in over half of our
new business in the second quarter coming from existing customers. We are
proving to be a trusted and enduring partner for our customers' Web
strategies."

Acquisition by MarketWatch.com, Inc.
On July 23, 2003, Pinnacor and MarketWatch.com, Inc. announced a definitive
agreement under which MarketWatch.com will acquire the fully diluted stock of
Pinnacor for approximately $103 million in stock and cash. The transaction is
expected to close in the fourth quarter of this year and is subject to the
approval of regulators and shareholders.

Commenting on the proposed acquisition, Loevner said, "By coming together now,
we are creating a market-leading provider of online business news, information
and applications to the financial services industry. Our customer solutions
are highly complementary, combining MarketWatch's powerful brand, premium news
operation and leading online properties with Pinnacor's sophisticated
financial tools and our extensive experience in customization and integration.
Together, Pinnacor and MarketWatch.com will have greater resources to compete
in the growing market for online information and applications."

High-quality Customer Wins
In the second quarter, Pinnacor signed 61 new contracts for a total new
contract value of $3.3 million or $2.2 million on an annualized basis. In
addition, the company renewed $3.7 million of annual contract value, resulting
in a total $5.9 million of new annual contract value. The company ended the
quarter with approximately 525 customers and an average contract value per
customer of approximately $110,000. Examples of new customers added in the
second quarter of 2003 are Forbes.com., Metropolitan Life Insurance Company
and Pioneer Investment Management. Customers that extended their relationships
with Pinnacor in the second quarter include Charles Schwab & Co, Cox
Communications and Morgan Stanley.

Continued Improvement in Operating Performance
Revenues were $8.4 million in the second quarter of 2003, up from $8.3 million
in the first quarter 2003 and down from $8.9 million in the comparable period
of the prior year.

Gross profit was $5.5 million or 65% of sales, compared with 68% of sales a
year ago. Total operating expenses, excluding cost of sales, depreciation,
amortization and stock-based compensation, were $4.8 million, a 20-percent
reduction from the $6.0 million in the comparable period of 2002.

Adjusted EBITDA(A) was $704,000 in the second quarter, a significant
improvement from the $23,000 reported in the same period a year ago.

Net income for the second quarter, excluding amortization of identifiable
intangible assets, stock-based compensation and restructuring and asset
abandonment charges, was $250,000, or $0.01 per share, based on 40.5 million
basic weighted average shares outstanding. This compares to a loss of $683,000
or $(0.02) per basic share, in the second quarter of 2002. GAAP net income for
the second quarter was $142,000, or $0.00 per basic share, versus a loss of
$5.5 million, or $0.13 per basic share, in the second quarter of 2002.

Pinnacor generated $440,000 from operating activities during the second
quarter. Total cash utilization for the second quarter was $649,000. At the
end of the second quarter, Pinnacor had approximately $47.9 million, or $1.18
per share, in cash, cash equivalents and marketable securities.

"The Company continues to grow profitability and move towards free cash-flow
generation," said David Obstler, CFO and EVP, corporate development and
strategy. "Our second quarter results demonstrate the stability of the core
subscription business and our ability to continue to drive efficiencies in our
operating structure."

Guidance for the Remainder of 2003
Following the announcement of the proposed merger with MarketWatch.com, Inc.,
the Company will not provide detailed forward-looking guidance. Pinnacor noted
that for the full year 2003, on a stand-alone basis, adjusted EBITDA(A) is
expected to be in the range of $2.0 million to $3.0 million. Basic EPS is
expected to be in the range of $0.02 to $0.04, excluding amortization of
identifiable intangible assets and stock-based compensation. These projections
do not include potential expenses associated with the planned merger with
MarketWatch.com, Inc.

Earnings Conference Call Information
Pinnacor will host a conference call today at 4:30 p.m. EST. To participate,
please dial 1-877-261-8990. International participants should dial
1-847-619-6441.

To listen to the live Webcast, please connect to www.pinnacor.com. Select
"About Pinnacor" at the top of the page, then select "Investor Relations". The
Webcast link will be displayed prominently at the top of the Investor
Relations page. The call will be accessible using Windows Media Player;
participants intending to access the Webcast should have this application
installed prior to connecting to the call.

A replay of the call will be available for a week, until Tuesday, August 5,
2003. To access the replay, please dial 1-888-843-8996 (Passcode # 7441431).
International participants can replay the call by dialing 1-630-652-3044
(Passcode # 7441431).

About Pinnacor
Pinnacor Inc. (Nasdaq: PCOR) is a provider of information and analytical
applications to financial services companies and global corporations. The
company delivers customized information, applications and tools that help
businesses reduce costs through outsourcing and drive new revenue streams.
Pinnacor's solutions encompass market data and investment analysis tools for
financial services firms; critical business information for the enterprise;
and personalized portal applications and messaging services for wireless
carriers and ISPs. The company counts Barclays Global Investors, U.S. Bancorp
Piper Jaffray, Tribune Media Services, Virgin Mobile and Verizon Wireless
among its clients. Headquartered in New York City, the company also has
offices in San Francisco, Calif.; Coralville, Iowa; and Jerusalem, Israel.
www.pinnacor.com.

Additional Information About the Merger and Where to Find It
MarketWatch.com intends to file a registration statement with the Securities
and Exchange Commission on Form S-4 in connection with the proposed
acquisition (the "Merger") of Pinnacor by MarketWatch.com. MarketWatch.com and
Pinnacor also intend to file with the SEC, and mail to their respective
stockholders, a joint proxy statement/prospectus and other relevant materials
in connection with the Merger. Investors and security holders of
MarketWatch.com and Pinnacor are urged to read the joint proxy
statement/prospectus and the other relevant materials when they become
available before making any voting or investment decisions with respect to the
proposed Merger because the materials will contain important information about
MarketWatch.com, Pinnacor and the proposed Merger. The joint proxy
statement/prospectus and other relevant materials (when they become
available), and any other documents filed by MarketWatch.com and Pinnacor with
the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov.
Both of MarketWatch.com, Larry Kramer, and MarketWatch.com's other directors
and executive officers on the one hand, and Pinnacor, Kirk Loevner and
Pinnacor's other directors and executive officers on the other hand, may be
deemed to be participants in the solicitation of proxies of stockholders of
MarketWatch.com and Pinnacor in connection with the proposed Merger. Such
individuals may have interests in the proposed Merger, including as a result
of holding options or shares of MarketWatch.com common stock or Pinnacor
common stock, as applicable. Investors and security holders may obtain more
detailed information regarding the names, affiliations and interests of such
individuals in the solicitation by reading the joint proxy
statement/prospectus when it becomes available.

                                     # # #

Pinnacor and the Pinnacor logo are trademarks of Pinnacor Inc. All other
trademarks are property of their respective owners.

The release contains information about future expectations and plans of
Pinnacor's management and prospects of Pinnacor's business that constitute
forward-looking statements for purposes of the safe harbor provisions under
The Private Securities Litigation Reform Act of 1995. These include statements
relating to the expected timetable for completing the proposed
MarketWatch.com/Pinnacor transaction, the benefits and synergies of that
transaction, future opportunities for the combined company and any other
statements about future expectations, benefits, goals, plans or prospects. The
words "believe," "expect," "intend," "anticipate," variations of such words,
and similar expressions identify forward-looking statements, but their absence
does not mean that the statement is not forward-looking. Actual results may
differ materially from those indicated by these forward-looking statements as
a result of various important factors including, but not limited to, the
timely development and market acceptance of new and updated products, our
ability to expand our infrastructure (including personnel and computer
systems), the effect of competition, the ability of Pinnacor and
MarketWatch.com to consummate the proposed transaction, the ability of
Pinnacor and MarketWatch.com to successfully integrate our operations and
employees, the ability to realize anticipated synergies and cost savings, and
the other factors described in our Form 10-K for the year ended December 31,
2002, and Form 10-Q for the quarter ended March 31, 2003. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this release. Readers are also directed to
consider other risks and uncertainties discussed in documents filed by the
Company with the Securities and Exchange Commission. Pinnacor undertakes no
obligation to update publicly any forward-looking statements to reflect new
information, events or circumstances after the date of this release or to
reflect the occurrence of unanticipated events.

<PAGE>

<TABLE>
<CAPTION>

PINNACOR INC.
CONSOLIDATED STATEMENTS OF OPERATIONS-UNAUDITED
For the Three and Six Months Ended June 30, 2003 and 2002

                                                                                  Three Months Ended        Six Months Ended
                                                                                  ------------------        ----------------
                                                                                 June 30,   June 30,      June 30,    June 30,
                                                                                   2003      2002          2003        2002
                                                                                 --------   --------      -------     -------
                                                                                   (in thousands)            (in thousands)

REVENUES

<S>                                                                               <C>         <C>         <C>         <C>
Net revenue                                                                       $  8,440    $  8,902    $ 16,782    $ 18,313

OPERATING EXPENSES
Cost of services                                                                     2,930       2,851       5,888       5,839
Research and development                                                             1,792       1,849       3,575       3,977
Sales and marketing                                                                  1,623       2,413       3,181       5,529
General and administrative                                                           1,391       1,766       2,999       3,886
Depreciation and amortization (1)                                                      808       1,091       1,686       2,328
Stock-based compensation (2)                                                           (11)        181          33        (390)
Restructuring and asset abandonment charge (3)                                        --         4,645        --         4,645
                                                                                  ----------   --------    --------    --------
Total operating expenses                                                             8,533      14,796      17,362      25,814
                                                                                  ----------   --------    --------    --------
OPERATING LOSS                                                                         (93)     (5,894)       (580)     (7,501)
                                                                                  ----------   --------    --------    --------

OTHER INCOME (EXPENSE):
Interest income                                                                        276         468         663       1,171
Interest expense                                                                       (41)        (83)       (101)       (183)
                                                                                  ----------   --------    --------    --------
Total other income, net                                                                235         385         562         988
                                                                                  ----------   --------    --------    --------
NET INCOME (LOSS)                                                                      142      (5,509)        (18)     (6,513)

Basic net income (loss) per common share applicable
to common stockholders                                                            $   0.00    $  (0.13)   $   0.00    $  (0.15)
Diluted net income (loss) per common share applicable
to common stockholders                                                            $   0.00    $  (0.13)   $   0.00    $  (0.15)

Basic weighted-average number of shares of common stock outstanding                 40,470      42,454      40,503      42,415
Effect of dilutive stock options and restricted stock                                  881        --          --          --
                                                                                  ----------   --------    --------    --------
Diluted weighted-average number of shares of common stock outstanding               41,351      42,454      40,503      42,415

Basic net income (loss) applicable to common stockholders, excluding
(1) amortization of identifiable intangible assets of approximately
  $119,000, $0, $238,000 and $0 for the three and six months ended June 30,
  2003 and 2002, respectively, included in Depreciation and amortization
  (2) stock-based compensation and (3) restructuring
  and asset abandonment charge                                                    $    250    $   (683)   $    253    $ (2,258)

Basic net income (loss) per common share applicable to common
stockholders excluding
(1) amortization of identifiable intangible assets of
    approximately $119,000, $0, $238,000 and $0
    for the three and six months ended June 30, 2003 and 2002,
    respectively, included in Depreciation and amortization
    (2) stock-based compensation and (3) restructuring
    and asset abandonment charge                                                  $   0.01    $  (0.02)   $   0.01    $  (0.05)

EBITDA, as adjusted (A),  calculated as follows:
Operating loss excluding:
(1) Depreciation and amortization
(2) Stock-based compensation
(3) Restructuring and asset abandonment charge                                    $    704    $     23    $  1,139    $   (918)


   (A) EBITDA, as adjusted, is defined by the Company as earnings before
interest, income taxes, depreciation, amortization, stock-based compensation
and restructuring and asset abandonment charges. EBITDA, as adjusted, should
be considered in addition to, not as a substitute for or superior to, income
from operations, net income, net income per share, cash flows, or other
measures of financial performance prepared in accordance with generally
accepted accounting principles. We believe that EBITDA, as adjusted, provides
useful information regarding the ongoing operations of the Company, as it
excludes the effects of interest, income taxes, depreciation, amortization,
stock-based compensation and restructuring and asset abandonment charges which
are costs not directly attributable to the underlying performance of the
business.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

PINNACOR INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
                                                                               June 30, 2003        December 31, 2002
                                                                               -------------        -----------------
ASSETS                                                                          (Unaudited)
Current Assets:

<S>                                                                            <C>                    <C>
Cash and cash equivalents                                                      $  22,151              $  15,098
Marketable securities                                                             25,784                 35,611
Accounts receivable, net                                                           4,135                  5,254
Prepaid expenses                                                                   1,493                  1,143
                                                                               ---------              ---------
Total current assets                                                              53,563                 57,106

Property and equipment, net of
accumulated depreciation and amortization                                          4,775                  5,792
Other intangible assets, net of accumulated amortization                           2,065                  2,302
Goodwill                                                                          34,888                 34,875
Other assets                                                                         657                    793
                                                                               ---------              ---------
Total Assets                                                                   $  95,948              $ 100,868
                                                                               =========              =========


LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses                                          $   3,688              $   4,611
Current portion of capital lease obligations                                       1,100                  1,576
Deferred revenue                                                                   5,655                  8,334
Accrued restructuring expenses                                                       617                    765
                                                                               ---------              ---------
Total current liabilities                                                         11,060                 15,286

Noncurrent Liabilities:
Capital lease obligations, less current portion                                      654                  1,181
                                                                               ---------              ---------
Total liabilities                                                                 11,714                 16,467
                                                                               ---------              ---------

STOCKHOLDERS' EQUITY
Common Stock, .01 par value, 100,000,000                                             452                    448
 shares authorized and 45,215,265, and 44,848,386
 issued and 40,790,486,  and 40,539,207 outstanding
 at June 30, 2003 and December 31, 2002, respectively
Additional paid-in capital                                                       225,477                225,122
Treasury stock, 4,424,779 and 4,309,179 shares at
 June 30, 2003 and December 31, 2002 respectively                                 (4,301)                (4,147)
Warrants                                                                           1,708                  1,708
Deferred compensation                                                               (351)                  (118)
Accumulated other comprehensive income                                               230                    351
Accumulated deficit                                                             (138,981)              (138,963)
                                                                               ---------              ---------
Total stockholders' equity                                                        84,234                 84,401
                                                                               ---------              ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $  95,948              $ 100,868
                                                                               =========              =========

</TABLE>
[{"type": "8-K", "sequence": "1", "filename": "s72930.txt", "description": "FORM 8-K", "secsgml_size_bytes": 28639}]
{"company-data": {"conformed-name": "PINNACOR INC", "cik": "0001106917", "assigned-sic": "7389", "irs-number": "134042678", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30309", "film-number": "03808611"}, "business-address": {"street1": "601 WEST 26TH STREET", "street2": "13TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10001", "phone": "2126917900"}, "mail-address": {"street1": "601 WEST 26TH STREET", "street2": "13TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10001"}, "former-company": {"former-conformed-name": "SCREAMING MEDIA COM INC", "date-changed": "20000215"}}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM 8-K

             CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

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

                                 July 29, 2003
    -----------------------------------------------------------------------
               Date of Report (Date of earliest event reported)

                                 Pinnacor Inc.
    -----------------------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)

       Delaware                   000-30309                    13-4042678
------------------------------------------------------------------------------
    (State or Other           (Commission File No.)         (I.R.S. Employer
    Jurisdiction of                                          Identification
    Incorporation)                                            No.)

               601 West 26th Street
               13th Floor
               New York, NY                               10001
------------------------------------------------------------------------------
               (Address of Principal                    (Zip Code)
                Executive Offices)

                                (212) 691-7900
------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

                                     None
-------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

Item 7.  Exhibits

       (c)    Exhibits

       Exhibit 99.1     Press Release of Pinnacor Inc. dated July 29, 2003
                        reporting financial results for the second quarter
                        of 2003

Item 12.  Disclosure of Results of Operations and Financial Condition

On July 29, 2003 the Registrant will announce its financial results for the
second quarter of 2003 in a presentation broadly accessible to the public by
dial-in conference call and via webcast.

The following information, including the exhibit attached hereto, shall not be
deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor
shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.

In addition to financial results determined in accordance with generally
accepted accounting principles ("GAAP"), Pinnacor utilizes non-GAAP financial
measures (within the meaning of Regulation G promulgated by the Securities and
Exchange Commission) in its second quarter 2003 press release and conference
call. For purposes of Regulation G, a non-GAAP financial measure is a
numerical measure of a registrant's historical or future financial
performance, financial position or cash flows that excludes amounts, or is
subject to adjustments that have the effect of excluding amounts, that are
included in the most directly comparable measure calculated and presented in
accordance with GAAP in the statement of income, balance sheet or statement of
cash flows (or equivalent statements) of the issuer; or includes amounts, or
is subject to adjustments that have the effect of including amounts, that are
excluded from the most directly comparable measure so calculated and
presented. These measures should be considered in addition to results prepared
in accordance with GAAP, but are not a substitute for or superior to GAAP
results. Non-GAAP financial measures are used because management believes this
information provides investors useful information in evaluating the results of
the continuing operations and believes that this information provides the
users of the financial statements a valuable insight into the operating
results of Pinnacor. The non-GAAP measure of adjusted EBITDA is presented to
supplement the consolidated financial statements in accordance with GAAP.
Pinnacor defines adjusted EBITDA as operating loss excluding depreciation and
amortization, restructuring and asset abandonment charges and stock-based
compensation. Specifically, management believes that adjusted EBITDA is of
interest to its investors because Pinnacor excludes these costs when analyzing
operations since they are principally non-cash. Adjusted EBITDA does not
represent cash flow from operations, as defined by GAAP. Adjusted EBITDA
should not be considered a substitute for net income or loss, or as an
indicator of operating performance or whether cash flows will be sufficient to
fund cash needs.

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a
press release of the Registrant, dated July 29, 2003, reporting the
Registrant's financial results for the second quarter of 2003.

                                   SIGNATURE

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         PINNACOR INC.

                                         By: /s/ David Obstler

                                         David Obstler

                                         Chief Financial Officer and EVP of
                                         Corporate Development and Strategy

Date:  July 29, 2003

                                 EXHIBIT INDEX

       Exhibit No.        Description

       99.1           Press Release dated July 29, 2003 reporting financial
                      results of the Registrant for the second quarter of 2003.

EXHIBIT 99.1
PINNACOR INC.
CONTACTS:

Investors:                                         Media:
Rowan Hajaj                                        Therese Bruno
212.691.7900                                       212.691.7900
rhajaj@pinnacor.com                                tbruno@pinnacor.com

FOR IMMEDIATE RELEASE

                Pinnacor Inc. Reports Positive GAAP Net Income
                  Fifth Consecutive Quarter of Growing EBITDA

New York, N.Y., July 29, 2003 - Pinnacor Inc. (Nasdaq: PCOR), a provider of
business and financial information and analytical applications, today
announced financial results for the second quarter ending June 30, 2003.

Financial Highlights for the Second Quarter 2003:

|X|      Revenues of $8.4 million
|X|      GAAP net income of $142,000 and break-even basic EPS
|X|      Basic EPS, excluding amortization of identifiable intangible assets
         and stock-based compensation, of $0.01
|X|      Adjusted EBITDA (A) of $704,000
|X|      Cash flow provided by operating activities of $440,000
|X|      Cash, cash equivalents and marketable securities of $47.9 million
         or approximately $1.18 per share at quarter end

"Pinnacor continues to demonstrate solid financial performance and operating
momentum," said Kirk Loevner, chairman and CEO, Pinnacor. "Our customers value
the breadth and depth of solutions we provide, resulting in over half of our
new business in the second quarter coming from existing customers. We are
proving to be a trusted and enduring partner for our customers' Web
strategies."

Acquisition by MarketWatch.com, Inc.
On July 23, 2003, Pinnacor and MarketWatch.com, Inc. announced a definitive
agreement under which MarketWatch.com will acquire the fully diluted stock of
Pinnacor for approximately $103 million in stock and cash. The transaction is
expected to close in the fourth quarter of this year and is subject to the
approval of regulators and shareholders.

Commenting on the proposed acquisition, Loevner said, "By coming together now,
we are creating a market-leading provider of online business news, information
and applications to the financial services industry. Our customer solutions
are highly complementary, combining MarketWatch's powerful brand, premium news
operation and leading online properties with Pinnacor's sophisticated
financial tools and our extensive experience in customization and integration.
Together, Pinnacor and MarketWatch.com will have greater resources to compete
in the growing market for online information and applications."

High-quality Customer Wins
In the second quarter, Pinnacor signed 61 new contracts for a total new
contract value of $3.3 million or $2.2 million on an annualized basis. In
addition, the company renewed $3.7 million of annual contract value, resulting
in a total $5.9 million of new annual contract value. The company ended the
quarter with approximately 525 customers and an average contract value per
customer of approximately $110,000. Examples of new customers added in the
second quarter of 2003 are Forbes.com., Metropolitan Life Insurance Company
and Pioneer Investment Management. Customers that extended their relationships
with Pinnacor in the second quarter include Charles Schwab & Co, Cox
Communications and Morgan Stanley.

Continued Improvement in Operating Performance
Revenues were $8.4 million in the second quarter of 2003, up from $8.3 million
in the first quarter 2003 and down from $8.9 million in the comparable period
of the prior year.

Gross profit was $5.5 million or 65% of sales, compared with 68% of sales a
year ago. Total operating expenses, excluding cost of sales, depreciation,
amortization and stock-based compensation, were $4.8 million, a 20-percent
reduction from the $6.0 million in the comparable period of 2002.

Adjusted EBITDA(A) was $704,000 in the second quarter, a significant
improvement from the $23,000 reported in the same period a year ago.

Net income for the second quarter, excluding amortization of identifiable
intangible assets, stock-based compensation and restructuring and asset
abandonment charges, was $250,000, or $0.01 per share, based on 40.5 million
basic weighted average shares outstanding. This compares to a loss of $683,000
or $(0.02) per basic share, in the second quarter of 2002. GAAP net income for
the second quarter was $142,000, or $0.00 per basic share, versus a loss of
$5.5 million, or $0.13 per basic share, in the second quarter of 2002.

Pinnacor generated $440,000 from operating activities during the second
quarter. Total cash utilization for the second quarter was $649,000. At the
end of the second quarter, Pinnacor had approximately $47.9 million, or $1.18
per share, in cash, cash equivalents and marketable securities.

"The Company continues to grow profitability and move towards free cash-flow
generation," said David Obstler, CFO and EVP, corporate development and
strategy. "Our second quarter results demonstrate the stability of the core
subscription business and our ability to continue to drive efficiencies in our
operating structure."

Guidance for the Remainder of 2003
Following the announcement of the proposed merger with MarketWatch.com, Inc.,
the Company will not provide detailed forward-looking guidance. Pinnacor noted
that for the full year 2003, on a stand-alone basis, adjusted EBITDA(A) is
expected to be in the range of $2.0 million to $3.0 million. Basic EPS is
expected to be in the range of $0.02 to $0.04, excluding amortization of
identifiable intangible assets and stock-based compensation. These projections
do not include potential expenses associated with the planned merger with
MarketWatch.com, Inc.

Earnings Conference Call Information
Pinnacor will host a conference call today at 4:30 p.m. EST. To participate,
please dial 1-877-261-8990. International participants should dial
1-847-619-6441.

To listen to the live Webcast, please connect to www.pinnacor.com. Select
"About Pinnacor" at the top of the page, then select "Investor Relations". The
Webcast link will be displayed prominently at the top of the Investor
Relations page. The call will be accessible using Windows Media Player;
participants intending to access the Webcast should have this application
installed prior to connecting to the call.

A replay of the call will be available for a week, until Tuesday, August 5,
2003. To access the replay, please dial 1-888-843-8996 (Passcode # 7441431).
International participants can replay the call by dialing 1-630-652-3044
(Passcode # 7441431).

About Pinnacor
Pinnacor Inc. (Nasdaq: PCOR) is a provider of information and analytical
applications to financial services companies and global corporations. The
company delivers customized information, applications and tools that help
businesses reduce costs through outsourcing and drive new revenue streams.
Pinnacor's solutions encompass market data and investment analysis tools for
financial services firms; critical business information for the enterprise;
and personalized portal applications and messaging services for wireless
carriers and ISPs. The company counts Barclays Global Investors, U.S. Bancorp
Piper Jaffray, Tribune Media Services, Virgin Mobile and Verizon Wireless
among its clients. Headquartered in New York City, the company also has
offices in San Francisco, Calif.; Coralville, Iowa; and Jerusalem, Israel.
www.pinnacor.com.

Additional Information About the Merger and Where to Find It
MarketWatch.com intends to file a registration statement with the Securities
and Exchange Commission on Form S-4 in connection with the proposed
acquisition (the "Merger") of Pinnacor by MarketWatch.com. MarketWatch.com and
Pinnacor also intend to file with the SEC, and mail to their respective
stockholders, a joint proxy statement/prospectus and other relevant materials
in connection with the Merger. Investors and security holders of
MarketWatch.com and Pinnacor are urged to read the joint proxy
statement/prospectus and the other relevant materials when they become
available before making any voting or investment decisions with respect to the
proposed Merger because the materials will contain important information about
MarketWatch.com, Pinnacor and the proposed Merger. The joint proxy
statement/prospectus and other relevant materials (when they become
available), and any other documents filed by MarketWatch.com and Pinnacor with
the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov.
Both of MarketWatch.com, Larry Kramer, and MarketWatch.com's other directors
and executive officers on the one hand, and Pinnacor, Kirk Loevner and
Pinnacor's other directors and executive officers on the other hand, may be
deemed to be participants in the solicitation of proxies of stockholders of
MarketWatch.com and Pinnacor in connection with the proposed Merger. Such
individuals may have interests in the proposed Merger, including as a result
of holding options or shares of MarketWatch.com common stock or Pinnacor
common stock, as applicable. Investors and security holders may obtain more
detailed information regarding the names, affiliations and interests of such
individuals in the solicitation by reading the joint proxy
statement/prospectus when it becomes available.

                                     # # #

Pinnacor and the Pinnacor logo are trademarks of Pinnacor Inc. All other
trademarks are property of their respective owners.

The release contains information about future expectations and plans of
Pinnacor's management and prospects of Pinnacor's business that constitute
forward-looking statements for purposes of the safe harbor provisions under
The Private Securities Litigation Reform Act of 1995. These include statements
relating to the expected timetable for completing the proposed
MarketWatch.com/Pinnacor transaction, the benefits and synergies of that
transaction, future opportunities for the combined company and any other
statements about future expectations, benefits, goals, plans or prospects. The
words "believe," "expect," "intend," "anticipate," variations of such words,
and similar expressions identify forward-looking statements, but their absence
does not mean that the statement is not forward-looking. Actual results may
differ materially from those indicated by these forward-looking statements as
a result of various important factors including, but not limited to, the
timely development and market acceptance of new and updated products, our
ability to expand our infrastructure (including personnel and computer
systems), the effect of competition, the ability of Pinnacor and
MarketWatch.com to consummate the proposed transaction, the ability of
Pinnacor and MarketWatch.com to successfully integrate our operations and
employees, the ability to realize anticipated synergies and cost savings, and
the other factors described in our Form 10-K for the year ended December 31,
2002, and Form 10-Q for the quarter ended March 31, 2003. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this release. Readers are also directed to
consider other risks and uncertainties discussed in documents filed by the
Company with the Securities and Exchange Commission. Pinnacor undertakes no
obligation to update publicly any forward-looking statements to reflect new
information, events or circumstances after the date of this release or to
reflect the occurrence of unanticipated events.
PINNACOR INC.
CONSOLIDATED STATEMENTS OF OPERATIONS-UNAUDITED
For the Three and Six Months Ended June 30, 2003 and 2002

                                                                                  Three Months Ended        Six Months Ended
                                                                                  ------------------        ----------------
                                                                                 June 30,   June 30,      June 30,    June 30,
                                                                                   2003      2002          2003        2002
                                                                                 --------   --------      -------     -------
                                                                                   (in thousands)            (in thousands)

REVENUES
Net revenue                                                                       $  8,440    $  8,902    $ 16,782    $ 18,313

OPERATING EXPENSES
Cost of services                                                                     2,930       2,851       5,888       5,839
Research and development                                                             1,792       1,849       3,575       3,977
Sales and marketing                                                                  1,623       2,413       3,181       5,529
General and administrative                                                           1,391       1,766       2,999       3,886
Depreciation and amortization (1)                                                      808       1,091       1,686       2,328
Stock-based compensation (2)                                                           (11)        181          33        (390)
Restructuring and asset abandonment charge (3)                                        --         4,645        --         4,645
                                                                                  ----------   --------    --------    --------
Total operating expenses                                                             8,533      14,796      17,362      25,814
                                                                                  ----------   --------    --------    --------
OPERATING LOSS                                                                         (93)     (5,894)       (580)     (7,501)
                                                                                  ----------   --------    --------    --------

OTHER INCOME (EXPENSE):
Interest income                                                                        276         468         663       1,171
Interest expense                                                                       (41)        (83)       (101)       (183)
                                                                                  ----------   --------    --------    --------
Total other income, net                                                                235         385         562         988
                                                                                  ----------   --------    --------    --------
NET INCOME (LOSS)                                                                      142      (5,509)        (18)     (6,513)

Basic net income (loss) per common share applicable
to common stockholders                                                            $   0.00    $  (0.13)   $   0.00    $  (0.15)
Diluted net income (loss) per common share applicable
to common stockholders                                                            $   0.00    $  (0.13)   $   0.00    $  (0.15)

Basic weighted-average number of shares of common stock outstanding                 40,470      42,454      40,503      42,415
Effect of dilutive stock options and restricted stock                                  881        --          --          --
                                                                                  ----------   --------    --------    --------
Diluted weighted-average number of shares of common stock outstanding               41,351      42,454      40,503      42,415

Basic net income (loss) applicable to common stockholders, excluding
(1) amortization of identifiable intangible assets of approximately
  $119,000, $0, $238,000 and $0 for the three and six months ended June 30,
  2003 and 2002, respectively, included in Depreciation and amortization
  (2) stock-based compensation and (3) restructuring
  and asset abandonment charge                                                    $    250    $   (683)   $    253    $ (2,258)

Basic net income (loss) per common share applicable to common
stockholders excluding
(1) amortization of identifiable intangible assets of
    approximately $119,000, $0, $238,000 and $0
    for the three and six months ended June 30, 2003 and 2002,
    respectively, included in Depreciation and amortization
    (2) stock-based compensation and (3) restructuring
    and asset abandonment charge                                                  $   0.01    $  (0.02)   $   0.01    $  (0.05)

EBITDA, as adjusted (A),  calculated as follows:
Operating loss excluding:
(1) Depreciation and amortization
(2) Stock-based compensation
(3) Restructuring and asset abandonment charge                                    $    704    $     23    $  1,139    $   (918)

   (A) EBITDA, as adjusted, is defined by the Company as earnings before
interest, income taxes, depreciation, amortization, stock-based compensation
and restructuring and asset abandonment charges. EBITDA, as adjusted, should
be considered in addition to, not as a substitute for or superior to, income
from operations, net income, net income per share, cash flows, or other
measures of financial performance prepared in accordance with generally
accepted accounting principles. We believe that EBITDA, as adjusted, provides
useful information regarding the ongoing operations of the Company, as it
excludes the effects of interest, income taxes, depreciation, amortization,
stock-based compensation and restructuring and asset abandonment charges which
are costs not directly attributable to the underlying performance of the
business.
PINNACOR INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
                                                                               June 30, 2003        December 31, 2002
                                                                               -------------        -----------------
ASSETS                                                                          (Unaudited)
Current Assets:
Cash and cash equivalents                                                      $  22,151              $  15,098
Marketable securities                                                             25,784                 35,611
Accounts receivable, net                                                           4,135                  5,254
Prepaid expenses                                                                   1,493                  1,143
                                                                               ---------              ---------
Total current assets                                                              53,563                 57,106

Property and equipment, net of
accumulated depreciation and amortization                                          4,775                  5,792
Other intangible assets, net of accumulated amortization                           2,065                  2,302
Goodwill                                                                          34,888                 34,875
Other assets                                                                         657                    793
                                                                               ---------              ---------
Total Assets                                                                   $  95,948              $ 100,868
                                                                               =========              =========

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses                                          $   3,688              $   4,611
Current portion of capital lease obligations                                       1,100                  1,576
Deferred revenue                                                                   5,655                  8,334
Accrued restructuring expenses                                                       617                    765
                                                                               ---------              ---------
Total current liabilities                                                         11,060                 15,286

Noncurrent Liabilities:
Capital lease obligations, less current portion                                      654                  1,181
                                                                               ---------              ---------
Total liabilities                                                                 11,714                 16,467
                                                                               ---------              ---------

STOCKHOLDERS' EQUITY
Common Stock, .01 par value, 100,000,000                                             452                    448
 shares authorized and 45,215,265, and 44,848,386
 issued and 40,790,486,  and 40,539,207 outstanding
 at June 30, 2003 and December 31, 2002, respectively
Additional paid-in capital                                                       225,477                225,122
Treasury stock, 4,424,779 and 4,309,179 shares at
 June 30, 2003 and December 31, 2002 respectively                                 (4,301)                (4,147)
Warrants                                                                           1,708                  1,708
Deferred compensation                                                               (351)                  (118)
Accumulated other comprehensive income                                               230                    351
Accumulated deficit                                                             (138,981)              (138,963)
                                                                               ---------              ---------
Total stockholders' equity                                                        84,234                 84,401
                                                                               ---------              ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $  95,948              $ 100,868
                                                                               =========              =========