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<TITLE>01162004 S8 DOC</TITLE>
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As filed with the Securities and Exchange Commission on January 16, 2004<br>
                                               Registration No. 333-________
</B></p></font>

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<font size="3"><B><p align="center">
                        SECURITIES AND EXCHANGE COMMISSION<br>
                      Washington, D.C. 20549</P></font></B>

<HR align=center SIZE=2 width="25%">
<br>
<font size="5"><B><p align="center">FORM S-8</B></center></font>


<font size="3"><B><p align="center">
                             REGISTRATION STATEMENT<br><I>
                                    Under<br>
                       The Securities Act of 1933</I>
</B>

<HR align=center SIZE=2 width="25%">

<P ALIGN="CENTER"><IMG SRC="logo.gif"></P>
<font size="5" color="#0000FF"><B><U><p align="center">
                             MarketWatch.com, Inc.
</U></B></font><br>
<font size="2">
                    (Exact Name of Registrant as Specified in Its Charter)



<P>&nbsp;
<TABLE COLS=2 WIDTH="100%" >
<TR>
<TD>
<font size="3"><B>
<CENTER><u>Delaware</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u> 94-3315360 </u></CENTER>
</font></B>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or Other Jurisdiction of Incorporation or Organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(I.R.S. Employer Identification Number)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>

<font size="3"><B><p align="center">
                              825 Battery Street
<BR>
                         San Francisco, California &nbsp;&nbsp;  94111
</B></font><br>

<font size="2">
(Address, including zip code, of registrant's principal executive offices)</P>


<B><FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">MarketWatch.com, Inc. 2004 Stock Incentive Plan<BR>
                  MarketWatch.com, Inc. 2004 Employee Stock Purchase Plan<BR>
                  MarketWatch Media, Inc. 1998 Equity Incentive Plan<BR>
                  MarketWatch Media, Inc. 1998 Directors Stock Option Plan<BR>
                  Pinnacor Inc. 1999 Stock Option Plan<BR>
                  Pinnacor Inc. 2000 Equity Incentive Plan</P></B></FONT>

<FONT SIZE=2><P ALIGN="CENTER">(Full Title of the Plan)</P>

<B><P ALIGN="CENTER">Joan P. Platt<BR>
                  Chief Financial Officer<BR>
                  MarketWatch.com, Inc.<BR>
                  825 Battery Street<BR>
                  San Francisco Clara, CA  94111<BR>
</B>                  (Name and Address of Agent For Service)</P>

<B><P ALIGN="CENTER">415/733-0500<BR>
</B>                  (Telephone Number, Including Area Code,<BR>
                  of Agent For Service)</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">With a copy to:<BR>
                  Robert S. Townsend, Esq.<BR>
                  Morrison&nbsp;&amp; Foerster&nbsp;llp<BR>
                      425 California Street<BR>
                  San Francisco, CA 94105</P>


<HR WIDTH="85%">


<P ALIGN="CENTER">Calculation of Registration Fee</P>
<P ALIGN="CENTER">
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P>Title of Securities to be Registered</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P>Number of Shares to be Registered</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P>Proposed Maximum Offering Price per Share</P>
</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P>Proposed Maximum Aggregate Offering Price</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P>Amount of Registration Fee</FONT></TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P>Common Stock</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">10,808,176 (1)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P>$8.99 (2)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P>$97,165,529.24 (2)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P>$7,860.69 (2)</FONT></TD>
</TR>
</TABLE></P>

<FONT SIZE=1><P>(1)  This total represents the aggregate number of shares of
Common Stock authorized to be issued under the MarketWatch.com, Inc. 2004 Stock
Incentive Plan and MarketWatch.com, Inc. 2004 Employee Stock Purchase Plan, as
well as shares of Common Stock issuable pursuant to the assumption of
MarketWatch Media, Inc. 1998 Equity Incentive Plan,  MarketWatch Media, Inc.
1998 Directors Stock Option Plan,  Pinnacor Inc. 1999 Stock Option Plan, and
Pinnacor Inc. 2000 Equity Incentive Plan (collectively, the &quot;Plans&quot;)
by the Registrant.  This Registration Statement shall also cover any additional
shares of Common Stock which may become issuable under the Plans being
registered pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which results in an increase in
the number of the Registrant's outstanding shares of Common Stock.  </P>
<P>(2)  Calculated pursuant to Rule 457(h) of the Securities Act of 1933 on the
basis of the average of the high and low price per share of the Common Stock on
the Nasdaq National Market on January 13, 2004.</P>
</FONT><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">EXPLANATORY NOTE</P>
<FONT SIZE=2>
<P>Upon consummation of the merger (the &quot;Merger&quot;) of MarketWatch
Media, Inc. (f.k.a. MarketWatch.com, Inc.) (&quot;MarketWatch&quot;) and
Pinnacor Inc. (&quot;Pinnacor&quot;) pursuant to the terms and conditions of a
certain Agreement and Plan of Merger, dated July 22,&nbsp;2003 and as amended on
December 15, 2003, by and among MarketWatch, Pinnacor, the Registrant, Maple
Merger Sub, Inc. and Pine Merger Sub, Inc. (the &quot;Merger Agreement&quot;),
each of MarketWatch and Pinnacor became a wholly owned subsidiary of the
Registrant.  Pursuant to the terms of the Merger Agreement, the Registrant
assumed the obligations of MarketWatch under MarketWatch's 1998 Equity Incentive
Plan and 1998 Directors Stock Option Plan (collectively, the &quot;MarketWatch
Plans&quot;) such that each option to purchase MarketWatch common stock
outstanding immediately prior to the effective time of the Merger became an
option to acquire the same number of shares of the Registrant's common stock
(the &quot;Common Stock&quot;).  In addition, pursuant to the terms of the
Merger Agreement, the Registrant assumed the obligations of Pinnacor under
Pinnacor's 1999 Stock Option Plan and 2000 Equity Incentive Plan (collectively,
the &quot;Pinnacor Plans&quot;) such that each option to purchase Pinnacor
common stock outstanding immediately prior to the effective time of the Merger
became an option to acquire a number of shares of the Common Stock equal to the
product of 0.2659 multiplied by the number of shares of Pinnacor common stock
that would have been obtained before the Merger upon exercise of such option
(rounded down to the nearest whole share) at a price per share (rounded up to
the nearest whole cent) equal to the per share exercise price specified in each
such option divided by 0.2659.</P>

<P>&#9;The Registrant also established the 2004 Stock Incentive Plan (the
&quot;2004 Plan&quot;) and the 2004 Employee Stock Purchase Plan (the &quot;2004
ESPP&quot; and together with the MarketWatch Plans, Pinnacor Plans and 2004
Plan, the &quot;Plans&quot;) pursuant to which 4,300,000 shares and 500,000
shares, respectively, of the Common Stock are reserved for issuance
thereunder.</P>

<P>&#9;This Registration Statement relates to the Common Stock issuable pursuant
to the following Plans:</P>

<OL>

<LI>4,300,000 shares subject to the MarketWatch.com, Inc. 2004 Stock Incentive
Plan.</LI>
<LI>500,000 shares subject to the MarketWatch.com, Inc. 2004 Employee Stock
Purchase Plan.</LI>
<LI>3,712,538 shares subject to the MarketWatch Media, Inc. 1998 Equity
Incentive Plan.</LI>
<LI>49,667 shares subject to the MarketWatch Media, Inc. 1998 Directors Stock
Option Plan.</LI>
<LI>794,983 shares subject to the Pinnacor Inc. 1999 Stock Option Plan.</LI>
<LI>1,450,988 shares subject to the Pinnacor Inc. 2000 Equity Incentive
Plan.</LI></OL>


<P>&nbsp;</P>
</FONT><P ALIGN="CENTER">Part I</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS<BR>
</P>
<P>The documents containing the information specified in Part&nbsp;I of
Form&nbsp;S-8 (plan information and registrant information and employee plan
annual information) will be sent or given to employees as specified by
Rule&nbsp;428(b)(1) of the Securities Act of 1933, as amended (the
&quot;Securities Act&quot;).  Such document need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule&nbsp;424 of the
Securities Act.  These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item&nbsp;3 of Form&nbsp;S-8
(Part&nbsp;II hereof), taken together, constitute a prospectus that meets the
requirements of Section&nbsp;10(a) of the Securities Act.</P>

<P ALIGN="CENTER">Part II</P>

<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>

<B><P>Item 3.&#9;Incorporation of Certain Documents by Reference</P>

</B><P>The following documents filed with the Securities and Exchange Commission
(the &quot;SEC&quot;) by the Registrant, MarketWatch (File No.&nbsp;000-25113)
and Pinnacor (File No.&nbsp;000-30309) pursuant to the Securities Exchange Act
of 1934 or as otherwise indicated, are hereby incorporated by reference into
this Registration Statement and shall be deemed to be a part hereof:</P>

<P ALIGN="CENTER"><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=95%>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(a)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>MarketWatch's Annual Report on Form 10-K for the fiscal year ended
December&nbsp;31, 2002 filed with the SEC on March 31, 2003, which included
audited financials for the MarketWatch's latest fiscal year.  </TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(b)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>MarketWatch's Quarterly Report on Form 10-Q for the quarter ended March 31,
2003, filed with the SEC on May 15, 2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(c)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>MarketWatch's Quarterly Report on Form 10-Q for the quarter ended June 30,
2003, filed with the SEC on August 14, 2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(d)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>MarketWatch's Quarterly Report on Form 10-Q for the quarter ended September
30, 2003, filed with the SEC on November 14, 2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(e)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>Pinnacor's Annual Report on Form 10-K for the fiscal year ended
December&nbsp;31, 2002 filed with the SEC on March 31, 2003, which included
audited financials for the Pinnacor's latest fiscal year.  </TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(f)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>Pinnacor's Quarterly Report on Form 10-Q for the quarter ended March 31,
2003, filed with the SEC on May 15, 2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(g)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>Pinnacor's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003,
filed with the SEC on August 14, 2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(h)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>Pinnacor's Quarterly Report on Form 10-Q for the quarter ended September 30,
2003, filed with the SEC on November 14, 2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(i)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>MarketWatch's Current Report on Form 8-K filed with the SEC on April 23,
2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(j)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>MarketWatch's Current Report on Form 8-K filed with the SEC on July 23,
2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(k)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>MarketWatch's Current Report on Form 8-K filed with the SEC on October 22,
2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(l)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>MarketWatch's Current Report on Form 8-K filed with the SEC on December 15,
2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(m)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>Pinnacor's Current Report on Form 8-K filed with the SEC on February 3,
2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(n)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>Pinnacor's Current Report on Form 8-K filed with the SEC on May 5, 2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(o)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>Pinnacor's Current Report on Form 8-K filed with the SEC on July 24,
2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(p)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>Pinnacor's Current Report on Form 8-K filed with the SEC on July 29,
2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(q)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>Pinnacor's Current Report on Form 8-K filed with the SEC on October 23,
2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(r)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>Pinnacor's Current Report on Form 8-K filed with the SEC on December 15,
2003.</TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<P>(s)&#9;</TD>
<TD WIDTH="93%" VALIGN="TOP">
<P>Description of the Registrant's common stock included in the Registrant's
Registration Statement on Form S-4 (File No. 333-108282) filed under the
Securities Act, including any amendment or report filed for the purpose of
updating such description.</TD>
</TR>
</TABLE>
</P>


<P>All documents filed by the Registrant pursuant to Sections&nbsp;13(a), 13(c),
14 or 15(d) of the Exchange Act of 1934 after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. </P>
<P>Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.</P>
<P>We will furnish without charge to you, on written or oral request, a copy of
any or all of the documents incorporated by reference, other than exhibits to
those documents.  You should direct any requests for documents to
MarketWatch.com, Inc., 825 Battery Street, San Francisco, California 94111,
Attention Douglas S. Appleton.</P>

<B><P>Item 4.</B>&#9;<B>Description of Securities</P>

</B><P>Not Applicable.</P>

<B><P>Item 5.&#9;Interests of Named Experts and Counsel</P>

</B><P>&#9;Not Applicable.</P>

<B><P>Item 6.&#9;Indemnification of Directors and Officers</P>

</B><P>Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its directors and officers against liabilities
that they may incur in such capacities, including liabilities under the
Securities Act.  The Registrant's Bylaws also provide for mandatory
indemnification of its directors and executive officers, to the fullest extent
permissible under Delaware law.</P>
<P>The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law.  Delaware law
provides that directors of a company will not be personally liable to the
company or its stockholders for monetary damages for breach of their fiduciary
duties as directors, except liability for (a) any breach of their duty of
loyalty to the company or its stockholders, (b) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
unlawful payments of dividends or unlawful stock repurchases or redemptions or
(d) any transaction from which the directors derived an improper personal
benefit.  The Certificate of Incorporation also provides that the Registrant
shall indemnify any director or officer to the maximum extent provided by
Delaware law, and that such right of indemnification shall continue as to a
person who has ceased to be a director or officer of the Registrant.
Responsibility for determinations with respect to such indemnification will be
made by the Board of Directors.  </P>
<P>In addition, the Registrant has entered into indemnity agreements with its
directors and certain of its executive officers that require the Registrant to
indemnify such persons against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred (including expenses of a derivative
action) in connection with any proceeding, whether actual or threatened, to
which any such person may be made a party by reason of the fact that such person
is or was a director or officer of the Registrant or any of its affiliated
enterprises, provided such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal proceeding, had no reasonable cause
to believe his or her conduct was unlawful.  The indemnification agreements also
set forth certain procedures that will apply in the event of a claim for
indemnification thereunder.</P>
<P>The Registrant has obtained a policy of directors' and officers' liability
insurance that insures the Registrant's directors and officers against the cost
of defense, settlement or payment of a judgment under certain
circumstances.</P>

<B><P>Item 7.&#9;Exemption from Registration Claimed</P>

</B><P>&#9;Not Applicable. </P>

<B><P>Item 8.&#9;Exhibits</P></B>

<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=613>
<TR><TD WIDTH="15%" VALIGN="TOP">
<U><P>Exhibit No.</U></TD>
<TD WIDTH="85%" VALIGN="TOP">
<U><P>Description</U></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<P>5.1</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>Opinion of Morrison &amp; Foerster LLP as to the legality of the securities
being registered.</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<P>23.1</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>Consent of PricewaterhouseCoopers LLP, independent auditors.</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<P>23.2</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>Consent of Deloitte &amp; Touche LLP, independent auditors.</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<P>23.3</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>Consent of Morrison &amp; Foerster LLP (contained in the opinion of counsel
filed as Exhibit&nbsp;5.1 to this Registration Statement).</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<P>24.1</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>Power of Attorney (set forth on the signature page of this Registration
Statement).</TD>
</TR>
</TABLE>

<B><P>Item 9.&#9;Undertakings</P>

</B><P>(a)&#9;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 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.</P>
<P>(2)&#9;That, for the purpose of determining any liability under the
Securities Act of 1933, 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
<I>bona fide</I> offering thereof.</P>
<P>(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>(b)&#9;The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act of 1934 that is incorporated by reference in this 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 <I>bona fide</I> offering thereof.</P>
<P>(c)&#9;Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of the 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.</P>

<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>


<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>Pursuant to the requirements of the Securities Act of 1933, as amended
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form&nbsp;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
January&nbsp;16, 2004.</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>MARKETWATCH.COM, INC.<BR>
<BR>
By:   <U>/s/ Joan S. Platt</P><DIR>

</U><P>Joan S. Platt<BR>
Chief Financial Officer<BR>
</P>
<FONT SIZE=2><P>&nbsp;</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

</FONT><B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><FONT SIZE=2>
</FONT><P>KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lawrence&nbsp;S. Kramer, Joan&nbsp;P.
Platt and Douglas&nbsp;S. Appleton, or each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and re-
substitution, for him or her and in his or her name, place and stead, in any and
all capacities to sign any and all amendments to this Registration Statement on
Form&nbsp;S-8, and to file the same, with all exhibits thereto and other
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 connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their, his or her substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.</P>
<P>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>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=672>
<TR><TD WIDTH="36%" VALIGN="TOP">
<B><P ALIGN="CENTER">Signature</B></TD>
<TD WIDTH="43%" VALIGN="TOP">
<B><P ALIGN="CENTER">Title</B></TD>
<TD WIDTH="21%" VALIGN="TOP">
<B><P ALIGN="CENTER">Date</B></TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<U><P ALIGN="CENTER">/s/ Lawrence S. Karmer<BR>
</U>                  Lawrence&nbsp;S. Kramer</TD>
<TD WIDTH="43%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Chief Executive Officer and Chairman (Principal Executive
Officer)</DIR>
</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">January&nbsp;15, 2004</FONT></TD>
</TR>

<TR><TD WIDTH="36%" VALIGN="TOP">
<U><P ALIGN="CENTER">/s/ Joan P. Platt<BR>
</U>                  Joan&nbsp;P. Platt</TD>
<TD WIDTH="43%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Chief Financial Officer (Principal Financial and Accounting
Officer)</DIR>
</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">January&nbsp;15, 2004</FONT></TD>
</TR>

<TR><TD WIDTH="36%" VALIGN="TOP">
<U>
<P ALIGN="CENTER">/s/ Peter Glusker<BR>
</U>                  Peter Glusker</TD>
<TD WIDTH="43%" VALIGN="TOP"><DIR>
<FONT SIZE=2>

<P>Director</DIR>
</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2>
<P ALIGN="CENTER">January&nbsp;16, 2004</FONT></TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<U><P ALIGN="CENTER">Christie Hefner<BR>
</U>                  Christie Hefner</TD>
<TD WIDTH="43%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Director</DIR>
</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">January&nbsp;16, 2004</FONT></TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<U><P ALIGN="CENTER">Andrew Heyward<BR>
</U>                  Andrew Heyward</TD>
<TD WIDTH="43%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Director</DIR>
</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">January&nbsp;16, 2004</FONT></TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<U><P ALIGN="CENTER">/s/ Philip Hoffman<BR>
</U>                  Philip Hoffman</TD>
<TD WIDTH="43%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Director</DIR>
</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">January&nbsp;15, 2004</FONT></TD>
</TR>

<TR><TD WIDTH="36%" VALIGN="TOP">
<U><P ALIGN="CENTER">/s/ Zachary Leonard<BR>
</U>                  Zachary Leonard</P></TD>
<TD WIDTH="43%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Director</DIR>
</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">January&nbsp;14, 2004</P>
</TR>


<TR><TD WIDTH="36%" VALIGN="TOP">
<U><P ALIGN="CENTER">/s/ Robert H. Lessin<BR>
</U>                  Robert H. Lessin</TD>
<TD WIDTH="43%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Director</DIR>
</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">January&nbsp;15, 2004</FONT></TD>
</TR>





<TR><TD WIDTH="36%" VALIGN="TOP">
<U><P ALIGN="CENTER">Douglas W. McCormick<BR>
</U>                  Douglas W. McCormick</TD>
<TD WIDTH="43%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Director</DIR>
</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">January&nbsp;16, 2004</FONT></TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<U><P ALIGN="CENTER">Jeffrey F. Rayport<BR>
</U>                  Jeffrey F. Rayport</TD>
<TD WIDTH="43%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P>Director</DIR>
</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">January&nbsp;16, 2004</FONT></TD>
</TR>
</TABLE>


<B><P>Exhibit Index</P></B>


<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=613>
<TR><TD WIDTH="15%" VALIGN="TOP">
<U><P>Exhibit No.</U></TD>
<TD WIDTH="85%" VALIGN="TOP">
<U><P>Description</U></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<P>5.1</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><A HREF="exh5-1.htm">Opinion of Morrison &amp; Foerster LLP as to the legality of the securities being registered.</A></TD>

</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<P>23.1</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><A HREF="exh23-1.htm">Consent of PricewaterhouseCoopers LLP, independent auditors.</A></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<P>23.2</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><A HREF="exh23-2.htm">Consent of Deloitte &amp; Touche LLP, independent auditors.</A></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<P>23.3</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>Consent of Morrison &amp; Foerster LLP (contained in the opinion of counsel
filed as Exhibit&nbsp;5.1 to this Registration Statement).</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<P>24.1</TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>Power of Attorney (set forth on the signature page of this Registration
Statement).</TD>
</TR>
</TABLE>

<br>
<br>
<HR align=center SIZE=2 width="85%">
<br>
<br>


</BODY>
</HTML>
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{"company-data": {"conformed-name": "NMP INC", "cik": "0001258655", "assigned-sic": "2711", "irs-number": "270064104", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111998", "film-number": "04530624"}, "business-address": {"street1": "825 BATTERY STREET", "city": "FRANCISCO", "state": "CA", "zip": "94111", "phone": "4157330500"}, "mail-address": {"street1": "825 BATTERY STREET", "city": "FRANCISCO", "state": "CA", "zip": "94111"}}
01162004 S8 DOC
As filed with the Securities and Exchange Commission on January 16, 2004
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 Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification Number)
825 Battery Street
San Francisco, California     94111
(Address, including zip code, of registrant's principal executive offices)
MarketWatch.com, Inc. 2004 Stock Incentive Plan
MarketWatch.com, Inc. 2004 Employee Stock Purchase Plan
MarketWatch Media, Inc. 1998 Equity Incentive Plan
MarketWatch Media, Inc. 1998 Directors Stock Option Plan
Pinnacor Inc. 1999 Stock Option Plan
Pinnacor Inc. 2000 Equity Incentive Plan
(Full Title of the Plan)
Joan P. Platt
Chief Financial Officer
MarketWatch.com, Inc.
825 Battery Street
San Francisco Clara, CA  94111
(Name and Address of Agent For Service)
415/733-0500
(Telephone Number, Including Area Code,
of Agent For Service)
With a copy to:
Robert S. Townsend, Esq.
Morrison & Foerster llp
425 California Street
San Francisco, CA 94105
Calculation of Registration Fee
Title of Securities to be Registered
Number of Shares to be Registered
Proposed Maximum Offering Price per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock
10,808,176 (1)
$8.99 (2)
$97,165,529.24 (2)
$7,860.69 (2)
(1)  This total represents the aggregate number of shares of
Common Stock authorized to be issued under the MarketWatch.com, Inc. 2004 Stock
Incentive Plan and MarketWatch.com, Inc. 2004 Employee Stock Purchase Plan, as
well as shares of Common Stock issuable pursuant to the assumption of
MarketWatch Media, Inc. 1998 Equity Incentive Plan,  MarketWatch Media, Inc.
1998 Directors Stock Option Plan,  Pinnacor Inc. 1999 Stock Option Plan, and
Pinnacor Inc. 2000 Equity Incentive Plan (collectively, the "Plans")
by the Registrant.  This Registration Statement shall also cover any additional
shares of Common Stock which may become issuable under the Plans being
registered pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which results in an increase in
the number of the Registrant's outstanding shares of Common Stock.
(2)  Calculated pursuant to Rule 457(h) of the Securities Act of 1933 on the
basis of the average of the high and low price per share of the Common Stock on
the Nasdaq National Market on January 13, 2004.
EXPLANATORY NOTE
Upon consummation of the merger (the "Merger") of MarketWatch
Media, Inc. (f.k.a. MarketWatch.com, Inc.) ("MarketWatch") and
Pinnacor Inc. ("Pinnacor") pursuant to the terms and conditions of a
certain Agreement and Plan of Merger, dated July 22, 2003 and as amended on
December 15, 2003, by and among MarketWatch, Pinnacor, the Registrant, Maple
Merger Sub, Inc. and Pine Merger Sub, Inc. (the "Merger Agreement"),
each of MarketWatch and Pinnacor became a wholly owned subsidiary of the
Registrant.  Pursuant to the terms of the Merger Agreement, the Registrant
assumed the obligations of MarketWatch under MarketWatch's 1998 Equity Incentive
Plan and 1998 Directors Stock Option Plan (collectively, the "MarketWatch
Plans") such that each option to purchase MarketWatch common stock
outstanding immediately prior to the effective time of the Merger became an
option to acquire the same number of shares of the Registrant's common stock
(the "Common Stock").  In addition, pursuant to the terms of the
Merger Agreement, the Registrant assumed the obligations of Pinnacor under
Pinnacor's 1999 Stock Option Plan and 2000 Equity Incentive Plan (collectively,
the "Pinnacor Plans") such that each option to purchase Pinnacor
common stock outstanding immediately prior to the effective time of the Merger
became an option to acquire a number of shares of the Common Stock equal to the
product of 0.2659 multiplied by the number of shares of Pinnacor common stock
that would have been obtained before the Merger upon exercise of such option
(rounded down to the nearest whole share) at a price per share (rounded up to
the nearest whole cent) equal to the per share exercise price specified in each
such option divided by 0.2659.
The Registrant also established the 2004 Stock Incentive Plan (the
"2004 Plan") and the 2004 Employee Stock Purchase Plan (the "2004
ESPP" and together with the MarketWatch Plans, Pinnacor Plans and 2004
Plan, the "Plans") pursuant to which 4,300,000 shares and 500,000
shares, respectively, of the Common Stock are reserved for issuance
thereunder.
This Registration Statement relates to the Common Stock issuable pursuant
to the following Plans:
4,300,000 shares subject to the MarketWatch.com, Inc. 2004 Stock Incentive
Plan.
500,000 shares subject to the MarketWatch.com, Inc. 2004 Employee Stock
Purchase Plan.
3,712,538 shares subject to the MarketWatch Media, Inc. 1998 Equity
Incentive Plan.
49,667 shares subject to the MarketWatch Media, Inc. 1998 Directors Stock
Option Plan.
794,983 shares subject to the Pinnacor Inc. 1999 Stock Option Plan.
1,450,988 shares subject to the Pinnacor Inc. 2000 Equity Incentive
Plan.
Part I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of
Form S-8 (plan information and registrant information and employee plan
annual information) will be sent or given to employees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").  Such document need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act.  These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Form S-8
(Part II hereof), taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.	Incorporation of Certain Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "SEC") by the Registrant, MarketWatch (File No. 000-25113)
and Pinnacor (File No. 000-30309) pursuant to the Securities Exchange Act
of 1934 or as otherwise indicated, are hereby incorporated by reference into
this Registration Statement and shall be deemed to be a part hereof:
(a)
MarketWatch's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 filed with the SEC on March 31, 2003, which included
audited financials for the MarketWatch's latest fiscal year.
(b)
MarketWatch's Quarterly Report on Form 10-Q for the quarter ended March 31,
2003, filed with the SEC on May 15, 2003.
(c)
MarketWatch's Quarterly Report on Form 10-Q for the quarter ended June 30,
2003, filed with the SEC on August 14, 2003.
(d)
MarketWatch's Quarterly Report on Form 10-Q for the quarter ended September
30, 2003, filed with the SEC on November 14, 2003.
(e)
Pinnacor's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 filed with the SEC on March 31, 2003, which included
audited financials for the Pinnacor's latest fiscal year.
(f)
Pinnacor's Quarterly Report on Form 10-Q for the quarter ended March 31,
2003, filed with the SEC on May 15, 2003.
(g)
Pinnacor's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003,
filed with the SEC on August 14, 2003.
(h)
Pinnacor's Quarterly Report on Form 10-Q for the quarter ended September 30,
2003, filed with the SEC on November 14, 2003.
(i)
MarketWatch's Current Report on Form 8-K filed with the SEC on April 23,
2003.
(j)
MarketWatch's Current Report on Form 8-K filed with the SEC on July 23,
2003.
(k)
MarketWatch's Current Report on Form 8-K filed with the SEC on October 22,
2003.
(l)
MarketWatch's Current Report on Form 8-K filed with the SEC on December 15,
2003.
(m)
Pinnacor's Current Report on Form 8-K filed with the SEC on February 3,
2003.
(n)
Pinnacor's Current Report on Form 8-K filed with the SEC on May 5, 2003.
(o)
Pinnacor's Current Report on Form 8-K filed with the SEC on July 24,
2003.
(p)
Pinnacor's Current Report on Form 8-K filed with the SEC on July 29,
2003.
(q)
Pinnacor's Current Report on Form 8-K filed with the SEC on October 23,
2003.
(r)
Pinnacor's Current Report on Form 8-K filed with the SEC on December 15,
2003.
(s)
Description of the Registrant's common stock included in the Registrant's
Registration Statement on Form S-4 (File No. 333-108282) filed under the
Securities 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 or 15(d) of the Exchange Act of 1934 after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
We will furnish without charge to you, on written or oral request, a copy of
any or all of the documents incorporated by reference, other than exhibits to
those documents.  You should direct any requests for documents to
MarketWatch.com, Inc., 825 Battery Street, San Francisco, California 94111,
Attention Douglas S. Appleton.
Item 4.
Description of Securities
Not Applicable.
Item 5.	Interests of Named Experts and Counsel
Not Applicable.
Item 6.	Indemnification of Directors and Officers
Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its directors and officers against liabilities
that they may incur in such capacities, including liabilities under the
Securities Act.  The Registrant's Bylaws also provide for mandatory
indemnification of its directors and executive officers, to the fullest extent
permissible under Delaware law.
The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law.  Delaware law
provides that directors of a company will not be personally liable to the
company or its stockholders for monetary damages for breach of their fiduciary
duties as directors, except liability for (a) any breach of their duty of
loyalty to the company or its stockholders, (b) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
unlawful payments of dividends or unlawful stock repurchases or redemptions or
(d) any transaction from which the directors derived an improper personal
benefit.  The Certificate of Incorporation also provides that the Registrant
shall indemnify any director or officer to the maximum extent provided by
Delaware law, and that such right of indemnification shall continue as to a
person who has ceased to be a director or officer of the Registrant.
Responsibility for determinations with respect to such indemnification will be
made by the Board of Directors.
In addition, the Registrant has entered into indemnity agreements with its
directors and certain of its executive officers that require the Registrant to
indemnify such persons against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred (including expenses of a derivative
action) in connection with any proceeding, whether actual or threatened, to
which any such person may be made a party by reason of the fact that such person
is or was a director or officer of the Registrant or any of its affiliated
enterprises, provided such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal proceeding, had no reasonable cause
to believe his or her conduct was unlawful.  The indemnification agreements also
set forth certain procedures that will apply in the event of a claim for
indemnification thereunder.
The Registrant has obtained a policy of directors' and officers' liability
insurance that insures the Registrant's directors and officers against the cost
of defense, settlement or payment of a judgment under certain
circumstances.
Item 7.	Exemption from Registration Claimed
Not Applicable.
Item 8.	Exhibits
Exhibit No.
Description
5.1
Opinion of Morrison & Foerster LLP as to the legality of the securities
being registered.
23.1
Consent of PricewaterhouseCoopers LLP, independent auditors.
23.2
Consent of Deloitte & Touche LLP, independent auditors.
23.3
Consent of Morrison & Foerster LLP (contained in the opinion of counsel
filed as Exhibit 5.1 to this Registration Statement).
24.1
Power of Attorney (set forth on the signature page of this Registration
Statement).
Item 9.	Undertakings
(a)	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 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.
(2)	That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b)	The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act of 1934 that is incorporated by reference in this 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.
(c)	Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of the 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
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
January 16, 2004.
MARKETWATCH.COM, INC.
By:
/s/ Joan S. Platt
Joan S. Platt
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lawrence S. Kramer, Joan P.
Platt and Douglas S. Appleton, or each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and re-
substitution, for him or her and in his or her name, place and stead, in any and
all capacities to sign any and all amendments to this Registration Statement on
Form S-8, and to file the same, with all exhibits thereto and other
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 connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their, his or her substitutes or substitute, 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
/s/ Lawrence S. Karmer
Lawrence S. Kramer
Chief Executive Officer and Chairman (Principal Executive
Officer)
January 15, 2004
/s/ Joan P. Platt
Joan P. Platt
Chief Financial Officer (Principal Financial and Accounting
Officer)
January 15, 2004
/s/ Peter Glusker
Peter Glusker
Director
January 16, 2004
Christie Hefner
Christie Hefner
Director
January 16, 2004
Andrew Heyward
Andrew Heyward
Director
January 16, 2004
/s/ Philip Hoffman
Philip Hoffman
Director
January 15, 2004
/s/ Zachary Leonard
Zachary Leonard
Director
January 14, 2004
/s/ Robert H. Lessin
Robert H. Lessin
Director
January 15, 2004
Douglas W. McCormick
Douglas W. McCormick
Director
January 16, 2004
Jeffrey F. Rayport
Jeffrey F. Rayport
Director
January 16, 2004
Exhibit Index
Exhibit No.
Description
5.1
Opinion of Morrison & Foerster LLP as to the legality of the securities being registered.
23.1
Consent of PricewaterhouseCoopers LLP, independent auditors.
23.2
Consent of Deloitte & Touche LLP, independent auditors.
23.3
Consent of Morrison & Foerster LLP (contained in the opinion of counsel
filed as Exhibit 5.1 to this Registration Statement).
24.1
Power of Attorney (set forth on the signature page of this Registration
Statement).