~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION Washington, D.C. 20549

AsFORM ~~filed with the Securities and Exchange Commission on July 23, 2003~~ 8-K

~~SECURITIES~~ Current ~~AND~~Report ~~EXCHANGE~~Pursuant ~~COMMISSION~~to Section 13 or 15(d) of the Securities Exchange Act of 1934
~~Washington,~~ Date ~~D.C.~~of ~~20549~~Report (Date of earliest event reported): October 22, 2003

~~FORM~~ MARKETWATCH.COM, ~~8-K~~INC.

(Exact name of registrant as specified in its charter)

CURRENT REPORT

Delaware	000-25113	94-3315360
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification Number)

~~Pursuant~~ 825 toBattery ~~Section 13~~Street San orFrancisco, ~~15(d) of the~~California 94111

(Address of principal executive offices including zip code)

~~Securities~~ (415) ~~Exchange Act of 1934~~733-0500

(Registrant's telephone number, including area code)

~~Date~~ Not ~~of report (Date of earliest event reported): July 22, 2003~~Applicable

(Former name or former address, if changed since last report)

~~MARKETWATCH~~Item 7.~~COM,~~ Financial ~~INC~~Statements and Exhibits.

(~~Exact Name of Registrant as Specified in Its Charter~~c) Exhibits

Delaware (State or Other Jurisdiction of Incorporation)

Exhibit Number	Description
Exhibit 99.1	Press Release issued by MarketWatch.com, Inc. dated October 22, 2003.

0-25113 94-3315360
(Commission File Number) (I.R.S. Employer Identification No.)
825 Battery Street, San Francisco, CA 94111
(Address of Principal Executive Offices) (Zip Code)
Item 12. Results of Operations and Financial Condition

~~415-733-0500~~ On October 22, 2003, MarketWatch.com, Inc. (~~Registrant’~~the "Company") announced via press release the Company's ~~Telephone~~preliminary ~~Number~~results for its third quarter ended September 30, ~~Including~~2003. A ~~Area~~copy ~~Code)~~of the Company's press release is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are provided under Item 12 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.

~~With a copy to: Robert S. Townsend, Esq. Morrison & Foerster LLP 425 Market Street San Francisco, CA 94105~~ SIGNATURES

~~TABLE~~Pursuant OFto ~~CONTENTS~~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 therunto duly authorized.

	Item 5. OTHER EVENTS.
	Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
	Item 9. Regulation FD Disclosure. (The following discussion is furnished under Item 12. Results of Operations and Financial Condition)
SIGNATURES
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3
Exhibit 99.4
Exhibit 99.5
Exhibit 99.6


	MarketWatch.com, Inc.

~~Table~~By: of/s/ ~~Contents~~JOAN P. PLATT

~~Item 5~~Joan P. ~~OTHER~~Platt ~~EVENTS.~~ Chief Financial Officer

OnDated: October ~~July~~ 22, 2003~~, NMP, Inc., a Delaware corporation (“Holdco”),~~ ~~MarketWatch.com, Inc., a Delaware corporation (“MarketWatch.com”), Pinnacor~~ ~~Inc., a Delaware corporation (“Pinnacor”), Maple Merger Sub, Inc., a~~ ~~wholly-owned subsidiary of Holdco (“Maple Merger Sub”), and Pine Merger Sub,~~ ~~Inc., a wholly-owned subsidiary of Holdco (“Pine Merger Sub”) entered into an~~ ~~Agreement and Plan of Merger (the “Merger Agreement”) under which Parent Merger~~ Sub will merge with and into MarketWatch.com (the “Parent Merger”) and Company Merger Sub will merge with and into Pinnacor (the “Company Merger” and together with the Parent Merger, the “Mergers”) whereby after the Mergers each of MarketWatch.com and Pinnacor will be the surviving corporations of the Mergers and direct wholly-owned subsidiaries of Holdco.

~~The~~ ~~Mergers~~EXHIBIT are subject to customary closing conditions, including regulatory approval and the approval of MarketWatch.com and Pinnacor stockholders. Although the Mergers are expected to be completed during the fourth quarter of 2003, there can be no assurance that the Mergers will be completed during such timeframe. INDEX

The foregoing description of the Mergers does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement attached herewith as Exhibit 99.1 and incorporated herein by reference.

Exhibit Number	Description
Exhibit 99.1	Press Release dated October 22, 2003.

In connection with the Mergers, Holdco, MarketWatch.com, Pinnacor, CBS Broadcasting Inc. and Pearson International Finance Ltd. entered into a Voting and Waiver Agreement, dated July 22, 2003 (the “Voting and Waiver Agreement”), relating to certain voting arrangements and other matters. The Voting and Waiver Agreement is attached herewith as Exhibit 99.2 and incorporated herein by reference.

Additionally, in connection with the Mergers, Holdco, MarketWatch.com and certain of Pinnacor’s stockholders entered into Voting Agreements (each, a “Voting Agreement”) and Affiliate Agreements (each, an “Affiliate Agreement”), each dated as of July 22, 2003, relating to certain voting arrangements and other matters. Forms of the Voting Agreement and the Affiliate Agreement are attached herewith as Exhibits 99.3 and 99.4 and incorporated herein by reference.

Also, on July 23, 2003, MarketWatch.com and Pinnacor issued a joint press release relating to the Mergers. The press release is attached herewith as Exhibit 99.5 and incorporated herein by reference.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

c. Exhibits

Exhibit No.		Description
99.1		Agreement and Plan of Merger, dated July 22, 2003, by and among NMP, Inc., MarketWatch.com, Inc., Pinnacor Inc., Maple Merger Sub,

Exhibit No.		Description
		Inc. and Pine Merger Sub, Inc.
99.2		Form of Voting and Waiver Agreement, dated July 22, 2003, by and among NMP, Inc., MarketWatch.com, Inc., Pinnacor Inc., CBS Broadcasting Inc. and Pearson International Finance Ltd.
99.3		Form of Voting Agreement, dated as of July 22, 2003, by and among NMP, Inc., MarketWatch.com, Inc. and each of certain stockholders of Pinnacor Inc.
99.4		Form of Affiliates Agreement, dated as of July 22, 2003, by and among NMP, Inc., MarketWatch.com, Inc. and each of certain stockholders of Pinnacor Inc.
99.5		Joint press release of MarketWatch.com, Inc. and Pinnacor Inc., dated July 23, 2003, announcing the acquisition of Pinnacor Inc. by MarketWatch.com, Inc.
99.6		Press release of MarketWatch.com, Inc., dated July 23, 2003, announcing MarketWatch.com’s financial results for second quarter of 2003.

Item 9. REGULATION FD DISCLOSURE. (The following discussion is furnished under Item 12. Results of Operations and Financial Condition)

In accordance with SEC Release No. 33-8216, the following information, required to be furnished under “Item 12. Results of Operations and Financial Condition,” is furnished under “Item 9. Regulation FD Disclosure.”

On July 23, 2003, MarketWatch.com announced via a press release its financial results for the second quarter ended June 30, 2003. A copy of MarketWatch.com’s press release is attached hereto as Exhibit 99.6.

The exhibit relating to this Item 9 is provided under Item 12 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

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.

	MARKETWATCH.COM, INC.
Date: July 23, 2003	By:	/s/ Joan P. Platt
		Joan P. Platt
		Chief Financial and Accounting Officer

Table of Contents

Table of Contents

0-25113		94-3315360
(Commission File Number)		(I.R.S. Employer Identification No.)
825 Battery Street, San Francisco, CA		94111
(Address of Principal Executive Offices)		(Zip Code)

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