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SECURITIES AND EXCHANGE COMMISSION Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 321, 2003 (~~December~~January 3014, ~~2002~~2003)

Hoover's, Inc.
(Exact name of registrant as specified in its charter)

Delaware	000-26097	74-2559474
Delaware (State or other jurisdiction of incorporation)	000-26097 (Commission File Number)	74-2559474 (IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5800 Airport Blvd., Austin, Texas		78752
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code: (512) 374-4500
(Former name or former address, if changed since last report)

Item 5. Other Events.

On ~~January~~December 30, 22002, ~~2003~~Marathon Partners, L.P. ("Marathon") filed a complaint against Hoover's, Inc. ~~issued~~("Hoover's") aand ~~press~~each ~~release~~member ~~announcing~~of ~~that~~Hoover's ~~the~~board of ~~Federal~~directors ~~Trade~~in ~~Commission~~the ~~has~~United ~~granted~~States ~~early~~District ~~termination~~Court offor the ~~waiting~~Western ~~period~~District ~~under~~of ~~the Hart-Scott-Rodino~~Texas ~~Antitrust~~(Austin ~~Improvements~~Division). ~~Act~~This ofcomplaint ~~1976~~was ~~with~~filed ~~respect~~as an exhibit to ~~the~~Hoover's ~~proposed~~Current ~~merger~~Report ~~(the~~on ~~"Merger")~~Form 8-K dated ofJanuary 3, 2003. On January 9, 2003, a ~~wholly-owned~~federal ~~subsidiary~~Magistrate ofJudge ~~The~~denied ~~Dun~~Marathon's &motion ~~Bradstreet~~for ~~Corporation~~expedited discovery with respect to this lawsuit and ~~into~~granted Hoover's. Amotion ~~copy~~to stay ofdiscovery. ~~this~~Marathon ~~press~~subsequently ~~release~~filed isa ~~attached~~Motion asto anDismiss ~~exhibit~~this tolawsuit without prejudice. On January 14, 2003, this ~~report~~lawsuit was dismissed without prejudice.

On ~~December 30~~January 14, ~~2002~~2003, Marathon ~~Partners,~~filed ~~L.P.~~a ~~("Marathon")~~Petition ~~filed~~and aApplication ~~complaint~~for ~~against~~Injunctive ~~Hoover's, Inc.~~Relief (the "Petition") against Hoover's") and each member of Hoover's board of directors in the ~~United~~ ~~States~~ District Court ~~for~~of ~~the~~Travis ~~Western~~County, ~~District of~~ Texas (~~Austin~~126th ~~Division~~Judicial District). In the Petition, Marathon represents that it owns approximately 8.8% of Hoover's outstanding stock. The ~~complaint~~Petition contained the ~~following~~ following causes of action, which are substantially similar to the causes of action of the previously dismissed lawsuit filed in the United States District Court: (1) a statutory claim under Delaware ~~and Texas~~ law for Hoover's allegedly improper refusal to allow Marathon to inspect its corporate books and records, (2) a breach of contract claim under Hoover's bylaws for Hoover's alleged failure to provide all relevant and material information to its stockholders with respect to the special meeting of its stockholders related to approval of the proposed merger (the "Merger") of a wholly-owned subsidiary of The Dun & Bradstreet Corporation with and into Hoover's, (3) a claim of common law fraud based upon alleged misrepresentations and/or omissions of materials facts to Marathon, (4) a claim of negligent and grossly negligent misrepresentation based upon alleged misrepresentations and/or omissions of material facts to Marathon and (5) a claim of a breach of fiduciary duties allegedly owed to Marathon by the members of Hoover's board of directors.

The ~~complaint~~Petition alleges, among other matters, the following factual allegations to underlie the causes of action: (1) that the press release, preliminary proxy statement and definitive proxy ~~materials~~statement (the "Definitive Proxy ~~Materials~~") filed by Hoover's with the Securities and Exchange Commission regarding the Merger do not disclose certain allegedly relevant information, (2) that the ~~Proxy~~Definitive ~~Materials do not disclose that Hoover's allegedly represented to Marathon that it would consider Marathon's proposal for a share repurchase program by Hoover's, (3) that the~~ Proxy ~~Materials~~does do not disclose the alleged values of Hoover's ~~net operating loss carryforward and~~ ownership interests in private companies, (43) that the fairness opinion of SG Cowen ("SG Cowen") Securities Corporation delivered to Hoover's board of directors in conjunction with their approval of the Merger is allegedly based on incorrect assumptions and projections, ~~and~~ (54) that the Definitive Proxy ~~Materials~~ allegedly dodoes not disclose SG Cowen's basis for ascribing little value to the more aggressive projections of Hoover's management or for using the specified range of discount rates, (5) that the Definitive Proxy allegedly does not disclose the views and opinions of Hoover's board of directors and management regarding Hoover's true value and (6) that the Definitive Proxy allegedly does not disclose specific information regarding meetings that allegedly took place involving members of Hoover's board of directors and management.

Marathon seeks as relief actual damages ~~alleged to exceed $75~~,~~000,~~ exemplary damages and an injunction to postpone the special meeting of stockholders related to approval of the Merger.

The ~~complaint~~Petition is filed as an exhibit to this report. The foregoing description is qualified in its entirety by reference to the full text of such exhibit.

Hoover's believes that the lawsuit is without merit and intends to defend against it vigorously.

Item 7. Financial Statements and Exhibits.

(c): Exhibits.
99.1: Petition filed in the District Court of Travis County, Texas (126th Judicial District) on January 14, 2003.

SIGNATURES

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

Dated: January 321, 2003 HOOVER'S, INC. /s/ JEFFREY R. TARR Jeffrey R. Tarr Chief Executive Officer and President

INDEX TO EXHIBITS

Exhibit Number		Description of Document
99.1		~~Press~~Petition ~~release~~filed ~~dated~~in the District Court of Travis County, Texas (126th Judicial District) on January 214, 2003.
99.2		Complaint filed in the United States District Court for the Western District of Texas (Austin Division) on December 30, 2002.

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Item 5. Other Events.

Item 7. Financial Statements and Exhibits.

SIGNATURES
INDEX TO EXHIBITS

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