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<TITLE>1107200 S-8 DOC</TITLE>
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<p align="right"><font size="2" color="FF0000"><strong>
As filed with the Securities and Exchange Commission on November 16, 2000<br>
                                               Registration No. 333-________
</strong></font></p>

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<FONT SIZE=1>
<B><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
</B><P ALIGN="CENTER">Washington, D.C. 20549</P>
</FONT><B><FONT SIZE=4><P ALIGN="CENTER">FORM S-8 </P>
</FONT><FONT SIZE=1><P ALIGN="CENTER">REGISTRATION STATEMENT UNDER THE </P>
<P ALIGN="CENTER">SECURITIES ACT OF 1933</P>
</B><P>&nbsp;</P>
</FONT><B><FONT COLOR="#0000ff"><P ALIGN="CENTER">MARKETWATCH.COM, INC.</FONT>
<BR>
</B><FONT SIZE=2>(Exact Name of Registrant as Specified in Its
Charter)</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=667>
<TR><TD WIDTH="54%" VALIGN="TOP">
<P ALIGN="CENTER"><B><FONT SIZE=2>Delaware</B></FONT></TD>
<TD WIDTH="46%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">94-3315360</B></FONT></TD>
</TR>
<TR><TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">(State or Other Jurisdictionof Incorporation or
Organization)</FONT></TD>
<TD WIDTH="46%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<B><FONT SIZE=2><P ALIGN="CENTER">825 Battery Street</P>
<P ALIGN="CENTER">San Francisco, California 94111</P>
</B><P ALIGN="CENTER">(Address of Principal Executive Offices, including Zip
Code)</P>
<P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">1998 EQUITY INCENTIVE PLAN<BR>
2000 EMPLOYEE STOCK PURCHASE PLAN<BR>
</B>(Full Title of the Plans)</P>
<B><P ALIGN="CENTER">Joan P. Platt<BR>
Chief Financial Officer <BR>
MarketWatch.com, Inc.<BR>
825 Battery Street<BR>
San Francisco, California 94111<BR>
(415) 733-0500<BR>
</B>(Name, Address and Telephone Number of Agent For Service)</P>
</FONT><B><FONT SIZE=1><P ALIGN="CENTER">Copies to:</P>
<P ALIGN="CENTER">Jeffrey R. Vetter, Esq.<br>
Cynthia E. Garabedian, Esq.<br>
Fenwick &amp; West LLP<br>
Two Palo Alto Square<br>
Palo Alto, California 94306</P>
</B><P>&nbsp;</P>
<B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=675>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P ALIGN="CENTER"><B><FONT SIZE=1><BR>
<BR>
Title of Securities to be Registered</B></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount<BR>
to be<BR>
Registered</B></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum Offering Price <BR>
Per Share </B></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum Aggregate <BR>
Offering Price </B></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER"><BR>
Amount of Registration Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=1><P>Common Stock, $.01 par value per share&#9;</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=1 COLOR="#0000ff"><P ALIGN="CENTER">2,100,000 (1)</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$4.92 (2)</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$10,332,000 (2)</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$2,728</FONT></TD>
</TR>
</TABLE>
</CENTER></P>
<DIR>

<FONT SIZE=2 COLOR="#0000ff"><P>(1)&#9;Represents (i) 500,000 shares reserved
for issuance upon exercise of options granted under the registrant's 2000
Employee Stock Purchase Plan and (ii) 1,600,000 additional shares reserved for
issuance upon exercise of options granted under the registrant's 1998 Equity
Incentive Plan, under an amendment to this plan approved by the stockholders of
the registrant on May 26, 2000. Shares under the 1998 Equity Incentive Plan were
initially registered on a Registration Statement on Form S-8, filed with the
Securities and Exchange Commission on July 21, 1999 (Registration No. 333-
83383).</P>
</FONT><FONT SIZE=2><P>(2)&#9;Estimated solely for the purpose of calculating
the registration fee in accordance with Rule 457(c) under the Securities Act of
1933 and based upon an average of the high and low prices of the Registrant's
common stock as reported on the Nasdaq National Market on November 10,
2000.</P></DIR>

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<B><FONT SIZE=2><P ALIGN="CENTER">MARKETWATCH.COM, INC.</P>
<P ALIGN="CENTER">REGISTRATION STATEMENT ON FORM S-8 </P>
<U><P ALIGN="CENTER">PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>

</U><P>ITEM 3.&#9;INCORPORATION OF DOCUMENTS BY REFERENCE.</P>
</B><P ALIGN="JUSTIFY">The following documents filed with the Securities and Exchange Commission are incorporated by reference in
this registration statement:</P><DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">(a)&#9;The registrant's annual report on Form 10-K for the fiscal year ended December 31, 1999, filed with the
Securities and Exchange Commission on March 30, 2000.</P>
<P ALIGN="JUSTIFY">(b)&#9;All other reports filed by the registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 since the end of the fiscal year covered by the annual report referred to in (a) above.</P>
<P ALIGN="JUSTIFY">(c)&#9;The description of the registrant's common stock contained in the registrant's registration statement on
Form 8-A filed with the Securities and Exchange Commission on November 25, 1998 under Section 12(g) of the Securities Exchange Act,
including any amendment or report filed for the purpose of updating such description.</P></DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act, on or after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference in this registration statement and to be a part of this registration statement from the date of the filing of such
documents.</P>
<B>
<P>ITEM 4.&#9;DESCRIPTION OF SECURITIES.</P>

</B><P>Not applicable.</P>
<B><P>ITEM 5.&#9;INTERESTS OF NAMED EXPERTS AND COUNSEL.</P>
</B>
<P>Not applicable.</P>
<B><P ALIGN="JUSTIFY"></P>
<P>ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.</P>
<P>&#9;</P>
</B><P>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.</P>

<P>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.</P>

<P>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 executive 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. </P>

<P>The registrant has entered into Indemnification Agreements with each of its directors and executive 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.</P>

<P ALIGN="JUSTIFY">The indemnification provision in the registrant's Amended and Restated Certificate of Incorporation, Bylaws and
the Indemnification Agreements entered into between the registrant and each of its directors and executive officers may be
sufficiently broad to permit indemnification of the registrant's directors and executive officers for liabilities arising under the
Securities Act.</P>
<P>The registrant, with approval by the registrant's Board of Directors, has obtained directors' and officers' liability
insurance.</P>

<B><P ALIGN="JUSTIFY">ITEM 7.&#9;EXEMPTION FROM REGISTRATION CLAIMED.</P>
<U><P ALIGN="JUSTIFY"></P>
</B></U><P ALIGN="JUSTIFY">Not applicable.</P>
</FONT>

<B><P ALIGN="JUSTIFY">ITEM 8. &#9;EXHIBITS.</P></B></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=631>
<TR><TD WIDTH="11%" VALIGN="BOTTOM">
<P ALIGN="CENTER"><FONT SIZE=2>Exhibit <BR>
<U>Number</U></FONT></TD>
<TD WIDTH="89%" VALIGN="BOTTOM">
<U><FONT SIZE=2><P>&#9;Exhibit Title&#9;</U></FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="89%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>4.01</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Registrant's Amended and Restated Certificate of Incorporation
<BR>
(incorporated herein by reference to Exhibit 3.01 of the registrant's Annual
Report on Form 10-K (Registration No. 000-25113) filed with the Securities and
Exchange Commission on March 31, 1999 (the "Form 10-K")). </FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>4.02</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Registrant's Bylaws <BR>
(incorporated herein by reference to Exhibit 3.03 of the registrant's
Registration Statement on Form S-1 (Registration No. 333-65569), declared
effective by the Securities and Exchange Commission on January 14, 1999 (the
"Form S-1")).</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>4.03</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Form of specimen stock certificate for registrant's common stock
<BR>
(incorporated herein by reference to Exhibit 4.01 of the Form S-1).</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>4.04</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Registration Rights Agreement, dated January 13, 1999, among the
registrant, CBS Broadcasting Inc. and Data Broadcasting Corporation<BR>
(incorporated herein by reference to Exhibit 4.02 of the Form 10-K).</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>4.05</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Stockholder's Agreement, dated January 13, 1999, among the
registrant, Marketwatch.Com, LLC, CBS Broadcasting Inc. and Data Broadcasting
Corporation. <BR>
(incorporated herein by reference to Exhibit 4.03 of the Form 10-K).</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>4.06</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Form of registrant's Non-Plan Stock Option Agreement <BR>
(incorporated herein by reference to Exhibit 10.10 of the Form S-1).</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>4.07</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Registrant's 1998 Directors Stock Option Plan <BR>
(incorporated herein by reference to Exhibit 10.11 of the Form S-1).</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>4.08</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Registrant's 1998 Equity Incentive Plan<BR>
(incorporated herein by reference to Exhibit 10.12 of the Form S-1).</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>4.09</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Registrant's 2000 Employee Stock Purchase Plan.<BR>
(incorporated herein by reference to Exhibit 10.22 of the registrant's
Quarterly Report on Form 10-Q (Registration No. 000-25113) filed with the
Securities and Exchange Commission on November 14, 2000).</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>5.01</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion of Fenwick &amp; West LLP regarding legality of the
securities being registered.</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>23.01</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Fenwick &amp; West LLP (included in Exhibit
5.01).</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>23.02</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of PricewaterhouseCoopers LLP, independent
accountants.</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>24.01</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Power of Attorney (see page 5).</FONT></TD>
</TR>
</TABLE>

<B><FONT SIZE=2><P>ITEM 9.&#9;UNDERTAKINGS.</P>
</B>
<P>The undersigned registrant hereby undertakes:</P>

<P>(1)&#9;To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:</P>
<OL TYPE="i">

<OL TYPE="i">

<LI>To include any prospectus required by Section 10(a)(3) of the Securities Act;</LI>
<LI>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 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 Securities and Exchange 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;</LI>
<LI>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;</LI></OL>
</OL>

<P ALIGN="JUSTIFY">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 Securities
and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are
incorporated by reference in the registration statement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(2)&#9;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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(3)&#9;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.</P>
<P ALIGN="JUSTIFY"></P>
<P>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 Securities Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities 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.</P>

<P>The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial information.</P>

<P>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 foregoing provisions, 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 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
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 Act
and will be governed by the final adjudication of such issue.</P>


<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
</FONT><FONT SIZE=2 COLOR="#0000ff">Registration Statement </FONT><FONT
SIZE=2>to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of San Francisco, State of California, on this 16th day of November,
2000.</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">MARKETWATCH.COM, INC.</P>
<P ALIGN="JUSTIFY">By:&#9;<U>/s/ Lawrence S. Kramer&#9;</P><DIR>

</U><P>Lawrence S. Kramer<BR>
President, Chief Executive Officer and<BR>
Chairman of the Board of Directors</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P ALIGN="JUSTIFY">KNOW ALL PERSONS BY THESE PRESENTS that each individual
whose signature appears below constitutes and appoints Lawrence S. Kramer and
Joan P. Platt, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.</P>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=632>
<TR><TD WIDTH="37%" VALIGN="TOP">
<P ALIGN="CENTER"><U><FONT SIZE=2>Signature</U></FONT></TD>
<TD WIDTH="40%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="CENTER">Title</U></FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<U><FONT SIZE=2><P>Date </U></FONT></TD>
</TR>
<TR><TD WIDTH="37%" VALIGN="TOP">
<B><FONT SIZE=2><P>Principal Executive Officer:</P>
</B><U><P>&#9;/s/ Lawrence S. Kramer&#9;</P>
</U><P>Lawrence S. Kramer</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</P><DIR>

<P>President, Chief Executive Officer and Chairman of the Board of
Directors</DIR>
</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</P>
<P>November 16, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="37%" VALIGN="TOP">
<B><FONT SIZE=2><P>Principal Financial Officer and Principal Accounting
Officer:</P>
</B><U><P>&#9;/s/ Joan P. Platt&#9;<BR>
</U>Joan P. Platt</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</P>
<P>&nbsp;</P><DIR>

<P>Chief Financial Officer</DIR>
</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</P>
<P>&nbsp;</P>
<P>November 16, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="37%" VALIGN="TOP">
<B><FONT SIZE=2><P>Additional Directors:</P>
</B><U><P>&#9;/s/ Andrew Heyward&#9;<BR>
</U>Andrew Heyward</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</P><DIR>

<P>Director</DIR>
</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</P>
<P>November 16, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="37%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;/s/ Michael H. Jordan&#9;<BR>
</U>Michael H. Jordan</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Director</DIR>
</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>November 16, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="37%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;/s/ Robert H. Lessin&#9;<BR>
</U>Robert H. Lessin</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Director</DIR>
</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>November 16, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="37%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;_____________&#9;<BR>
</U>Daniel Mason</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Director</DIR>
</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>November __, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="37%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;/s/ Russell I. Pillar&#9;<BR>
</U>Russell I. Pillar</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Director</DIR>
</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>November 16, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="37%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;_____________&#9;<BR>
</U>Stephen Hill</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Director</DIR>
</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>November __, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="37%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;/s/ John Makinson&#9;<BR>
</U>John Makinson</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Director</DIR>
</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>November 16, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="37%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;/s/ Peter Glusker&#9;<BR>
</U>Peter Glusker</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Director</DIR>
</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>November 16, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="37%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;/s/ Giles Spackman&#9;<BR>
</U>Giles Spackman</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Director</DIR>
</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>November 16, 2000</FONT></TD>
</TR>
</TABLE>

<B><FONT SIZE=2><P ALIGN="CENTER">EXHIBIT INDEX</P>
<P>&nbsp;</P></B></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=631>
<TR><TD WIDTH="11%" VALIGN="BOTTOM">
<P ALIGN="CENTER"><FONT SIZE=2>Exhibit <BR>
<U>Number</U></FONT></TD>
<TD WIDTH="89%" VALIGN="BOTTOM">
<U><FONT SIZE=2><P>&#9;Exhibit Title&#9;</U></FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>5.01</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion of Fenwick &amp; West LLP regarding legality of the
securities being registered.</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>23.01</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Fenwick &amp; West LLP (included in Exhibit
5.01).</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>23.02</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of PricewaterhouseCoopers LLP, independent
accountants.</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>24.01</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Power of Attorney (see page 5).</FONT></TD>
</TR>
</TABLE>


<B><FONT SIZE=2><P ALIGN="RIGHT">EXHIBIT 5.01</P>
</B><P ALIGN="RIGHT">&nbsp;</P>
<P ALIGN="CENTER">November 16, 2000</P>
<P>MarketWatch.com, Inc.<BR>
825 Battery Street<BR>
San Francisco, CA 94111<BR>
<BR>
Ladies and Gentlemen:</P>
<P ALIGN="JUSTIFY">At your request, we have examined the Registration Statement on Form S-8 (the &quot;Registration Statement&quot;)
to be filed by you with the Securities and Exchange Commission on or about November 16, 2000 under the Securities Act of 1933, as
amended, in connection with the registration of (i) an aggregate of 1,600,000 shares of your common stock (the &quot;Stock&quot;)
subject to issuance by you upon the exercise of stock options granted or to be granted by you under your 1998 Equity Incentive Plan
(the &quot;Equity Incentive Plan&quot;) and (ii) an aggregate of 500,000 shares of Stock subject to issuance by you upon the exercise
of stock options granted or to be granted by you under your 2000 Employee Stock Purchase Plan (the &quot;Purchase Plan,&quot; and
together with the Equity Incentive Plan, the &quot;Plans&quot;).  In rendering this opinion, we have examined the following:</P><DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">(1)&#9;your Amended and Restated Certificate of Incorporation, certified by the Delaware Secretary of State on
January 11, 1999;</P>
<P ALIGN="JUSTIFY">(2)&#9;your Bylaws, certified by your Secretary on January 21, 1999;</P>
<P ALIGN="JUSTIFY">(3)&#9;the Registration Statement, together with the exhibits filed as a part thereof or incorporated therein by
reference;</P>
<P ALIGN="JUSTIFY">(4)&#9;the Prospectus prepared in connection with the Registration Statement;</P>
<P ALIGN="JUSTIFY">(5)&#9;the minutes of meetings and actions by written consent of the stockholders and Board of Directors that are
contained in your minute books and the minute books of your predecessor, Marketwatch.Com, LLC, a Delaware limited liability company,
that are in our possession; </P>
<P ALIGN="JUSTIFY">(6)&#9;the certificate from your transfer agent of even date herewith verifying the number of your issued and
outstanding shares of capital stock as of the date hereof and a list of option, warrant and other rights holders respecting your
capital stock and of any rights to purchase capital stock that was prepared by you and dated November 16, 2000 verifying the number
of such issued and outstanding securities; and</P>
<P ALIGN="JUSTIFY">(7)&#9;a Management Certificate addressed to us and dated of even date herewith executed by you containing certain
factual and other representations.</P></DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the
genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack
of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution
and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. </P>
<P ALIGN="JUSTIFY">As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents
referred to above and have assumed the current accuracy and completeness of the information obtained from the records and documents
referred to above.  We have made no independent investigation or other attempt to verify the accuracy of any of such information or
to determine the existence or non-existence of any other factual matters; <I>however</I>, we are not aware of any facts that would
cause us to believe that the opinion expressed herein is not accurate.  </P>
<P ALIGN="JUSTIFY">We are admitted to practice law in the State of California, and we render this opinion only with respect to, and
express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the
United States of America, of the State of California and, with respect to the validity of corporate action and the requirements for
the issuance of stock, of the State of Delaware.  </P>
<P ALIGN="JUSTIFY">Based upon the foregoing, it is our opinion that the up to 2,100,000 shares of Stock that may be issued and sold
by you upon the exercise of stock options granted or to be granted under the Plans, when issued, sold and delivered in accordance
with the applicable plan and purchase agreements to be entered into thereunder and in the manner and for the consideration stated in
the Registration Statement and Prospectus, will be validly issued, fully paid and nonassessable.</P>
<P ALIGN="JUSTIFY">We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all
references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto.  This
opinion speaks only as of its date and we assume no obligation to update this opinion should circumstances change after the date
hereof.  This opinion is intended solely for use in connection with the issuance and sale of shares subject to the Registration
Statement and is not to be relied upon for any other purpose. </P>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>Very truly yours,</P>

<P>/s/ Fenwick &amp; West LLP</P>

<P>FENWICK &amp; WEST LLP</P>
<P ALIGN="RIGHT"></P>
<P ALIGN="RIGHT">&nbsp;</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<B><P ALIGN="RIGHT">EXHIBIT 23.02</P>
</B>
<P ALIGN="CENTER">CONSENT OF INDEPENDENT ACCOUNTANTS</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
</FONT><P>We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports<B><FONT
COLOR="#ff0000"> </B></FONT>dated February 9, 2000, except 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.  </P>
<FONT SIZE=2>
<P>&nbsp;</P>
<P>/s/ PRICEWATERHOUSECOOPERS LLP</P>

<P>PRICEWATERHOUSECOOPERS LLP</P>
<P>San Jose, California</P>
<P>November 16, 2000</P>

<P>&nbsp;</P></FONT>

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1107200 S-8 DOC
As filed with the Securities and Exchange Commission on November 16, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
MARKETWATCH.COM, INC.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
94-3315360
(State or Other Jurisdictionof Incorporation or
Organization)
(I.R.S. Employer Identification No.)
825 Battery Street
San Francisco, California 94111
(Address of Principal Executive Offices, including Zip
Code)
1998 EQUITY INCENTIVE PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
Joan P. Platt
Chief Financial Officer
MarketWatch.com, Inc.
825 Battery Street
San Francisco, California 94111
(415) 733-0500
(Name, Address and Telephone Number of Agent For Service)
Copies to:
Jeffrey R. Vetter, Esq.
Cynthia E. Garabedian, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount
to be
Registered
Proposed Maximum Offering Price
Per Share
Proposed Maximum Aggregate
Offering Price
Amount of Registration Fee
Common Stock, $.01 par value per share
2,100,000 (1)
$4.92 (2)
$10,332,000 (2)
$2,728
(1)	Represents (i) 500,000 shares reserved
for issuance upon exercise of options granted under the registrant's 2000
Employee Stock Purchase Plan and (ii) 1,600,000 additional shares reserved for
issuance upon exercise of options granted under the registrant's 1998 Equity
Incentive Plan, under an amendment to this plan approved by the stockholders of
the registrant on May 26, 2000. Shares under the 1998 Equity Incentive Plan were
initially registered on a Registration Statement on Form S-8, filed with the
Securities and Exchange Commission on July 21, 1999 (Registration No. 333-
83383).
(2)	Estimated solely for the purpose of calculating
the registration fee in accordance with Rule 457(c) under the Securities Act of
1933 and based upon an average of the high and low prices of the Registrant's
common stock as reported on the Nasdaq National Market on November 10,
2000.
MARKETWATCH.COM, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.	INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission are incorporated by reference in
this registration statement:
(a)	The registrant's annual report on Form 10-K for the fiscal year ended December 31, 1999, filed with the
Securities and Exchange Commission on March 30, 2000.
(b)	All other reports filed by the registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 since the end of the fiscal year covered by the annual report referred to in (a) above.
(c)	The description of the registrant's common stock contained in the registrant's registration statement on
Form 8-A filed with the Securities and Exchange Commission on November 25, 1998 under Section 12(g) of the Securities Exchange Act,
including any amendment or report filed for the purpose of updating such description.
All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act, on or after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference in this registration statement and to be a part of this registration statement from the date of the filing of such
documents.
ITEM 4.	DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5.	INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6.  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 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 executive 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 directors and executive 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.
The indemnification provision in the registrant's Amended and Restated Certificate of Incorporation, Bylaws and
the Indemnification Agreements entered into between the registrant and each of its directors and executive officers may be
sufficiently broad to permit indemnification of the registrant's directors and executive officers for liabilities arising under the
Securities Act.
The registrant, with approval by the registrant's Board of Directors, has obtained directors' and officers' liability
insurance.
ITEM 7.	EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. 	EXHIBITS.
Exhibit
Number
Exhibit Title
4.01
Registrant's Amended and Restated Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.01 of the registrant's Annual
Report on Form 10-K (Registration No. 000-25113) filed with the Securities and
Exchange Commission on March 31, 1999 (the "Form 10-K")).
4.02
Registrant's Bylaws
(incorporated herein by reference to Exhibit 3.03 of the registrant's
Registration Statement on Form S-1 (Registration No. 333-65569), declared
effective by the Securities and Exchange Commission on January 14, 1999 (the
"Form S-1")).
4.03
Form of specimen stock certificate for registrant's common stock
(incorporated herein by reference to Exhibit 4.01 of the Form S-1).
4.04
Registration Rights Agreement, dated January 13, 1999, among the
registrant, CBS Broadcasting Inc. and Data Broadcasting Corporation
(incorporated herein by reference to Exhibit 4.02 of the Form 10-K).
4.05
Stockholder's Agreement, dated January 13, 1999, among the
registrant, Marketwatch.Com, LLC, CBS Broadcasting Inc. and Data Broadcasting
Corporation.
(incorporated herein by reference to Exhibit 4.03 of the Form 10-K).
4.06
Form of registrant's Non-Plan Stock Option Agreement
(incorporated herein by reference to Exhibit 10.10 of the Form S-1).
4.07
Registrant's 1998 Directors Stock Option Plan
(incorporated herein by reference to Exhibit 10.11 of the Form S-1).
4.08
Registrant's 1998 Equity Incentive Plan
(incorporated herein by reference to Exhibit 10.12 of the Form S-1).
4.09
Registrant's 2000 Employee Stock Purchase Plan.
(incorporated herein by reference to Exhibit 10.22 of the registrant's
Quarterly Report on Form 10-Q (Registration No. 000-25113) filed with the
Securities and Exchange Commission on November 14, 2000).
5.01
Opinion of Fenwick & West LLP regarding legality of the
securities being registered.
23.01
Consent of Fenwick & West LLP (included in Exhibit
5.01).
23.02
Consent of PricewaterhouseCoopers LLP, independent
accountants.
24.01
Power of Attorney (see page 5).
ITEM 9.	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:
To include any prospectus required by Section 10(a)(3) of the Securities Act;
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 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 Securities and Exchange 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;
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 Securities
and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities 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 Securities Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities 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.
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial information.
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 foregoing provisions, 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 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
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 Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and 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 16th day of November,
2000.
MARKETWATCH.COM, INC.
By:
/s/ Lawrence S. Kramer
Lawrence S. Kramer
President, Chief Executive Officer and
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual
whose signature appears below constitutes and appoints Lawrence S. Kramer and
Joan P. Platt, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
Title
Date
Principal Executive Officer:
/s/ Lawrence S. Kramer
Lawrence S. Kramer
President, Chief Executive Officer and Chairman of the Board of
Directors
November 16, 2000
Principal Financial Officer and Principal Accounting
Officer:
/s/ Joan P. Platt
Joan P. Platt
Chief Financial Officer
November 16, 2000
Additional Directors:
/s/ Andrew Heyward
Andrew Heyward
Director
November 16, 2000
/s/ Michael H. Jordan
Michael H. Jordan
Director
November 16, 2000
/s/ Robert H. Lessin
Robert H. Lessin
Director
November 16, 2000
_____________
Daniel Mason
Director
November __, 2000
/s/ Russell I. Pillar
Russell I. Pillar
Director
November 16, 2000
_____________
Stephen Hill
Director
November __, 2000
/s/ John Makinson
John Makinson
Director
November 16, 2000
/s/ Peter Glusker
Peter Glusker
Director
November 16, 2000
/s/ Giles Spackman
Giles Spackman
Director
November 16, 2000
EXHIBIT INDEX
Exhibit
Number
Exhibit Title
5.01
Opinion of Fenwick & West LLP regarding legality of the
securities being registered.
23.01
Consent of Fenwick & West LLP (included in Exhibit
5.01).
23.02
Consent of PricewaterhouseCoopers LLP, independent
accountants.
24.01
Power of Attorney (see page 5).
EXHIBIT 5.01
November 16, 2000
MarketWatch.com, Inc.
825 Battery Street
San Francisco, CA 94111
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement")
to be filed by you with the Securities and Exchange Commission on or about November 16, 2000 under the Securities Act of 1933, as
amended, in connection with the registration of (i) an aggregate of 1,600,000 shares of your common stock (the "Stock")
subject to issuance by you upon the exercise of stock options granted or to be granted by you under your 1998 Equity Incentive Plan
(the "Equity Incentive Plan") and (ii) an aggregate of 500,000 shares of Stock subject to issuance by you upon the exercise
of stock options granted or to be granted by you under your 2000 Employee Stock Purchase Plan (the "Purchase Plan," and
together with the Equity Incentive Plan, the "Plans").  In rendering this opinion, we have examined the following:
(1)	your Amended and Restated Certificate of Incorporation, certified by the Delaware Secretary of State on
January 11, 1999;
(2)	your Bylaws, certified by your Secretary on January 21, 1999;
(3)	the Registration Statement, together with the exhibits filed as a part thereof or incorporated therein by
reference;
(4)	the Prospectus prepared in connection with the Registration Statement;
(5)	the minutes of meetings and actions by written consent of the stockholders and Board of Directors that are
contained in your minute books and the minute books of your predecessor, Marketwatch.Com, LLC, a Delaware limited liability company,
that are in our possession;
(6)	the certificate from your transfer agent of even date herewith verifying the number of your issued and
outstanding shares of capital stock as of the date hereof and a list of option, warrant and other rights holders respecting your
capital stock and of any rights to purchase capital stock that was prepared by you and dated November 16, 2000 verifying the number
of such issued and outstanding securities; and
(7)	a Management Certificate addressed to us and dated of even date herewith executed by you containing certain
factual and other representations.
In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the
genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack
of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution
and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents
referred to above and have assumed the current accuracy and completeness of the information obtained from the records and documents
referred to above.  We have made no independent investigation or other attempt to verify the accuracy of any of such information or
to determine the existence or non-existence of any other factual matters;
however
, we are not aware of any facts that would
cause us to believe that the opinion expressed herein is not accurate.
We are admitted to practice law in the State of California, and we render this opinion only with respect to, and
express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the
United States of America, of the State of California and, with respect to the validity of corporate action and the requirements for
the issuance of stock, of the State of Delaware.
Based upon the foregoing, it is our opinion that the up to 2,100,000 shares of Stock that may be issued and sold
by you upon the exercise of stock options granted or to be granted under the Plans, when issued, sold and delivered in accordance
with the applicable plan and purchase agreements to be entered into thereunder and in the manner and for the consideration stated in
the Registration Statement and Prospectus, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all
references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto.  This
opinion speaks only as of its date and we assume no obligation to update this opinion should circumstances change after the date
hereof.  This opinion is intended solely for use in connection with the issuance and sale of shares subject to the Registration
Statement and is not to be relied upon for any other purpose.
Very truly yours,
/s/ Fenwick & West LLP
FENWICK & WEST LLP
EXHIBIT 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports
dated February 9, 2000, except 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.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
San Jose, California
November 16, 2000