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Technology Stocks : CBS MarketWatch (NASDAQ:MKTW)
MKTW 16.07-1.1%2:30 PM EST

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To: esecurities(tm) who wrote (39)12/30/1998 3:36:00 PM
From: esecurities(tm)  Read Replies (2) of 571
 
CBSs-DBCCs MKTW files 424/A, eManagers WIT Capital, DLJ Direct...

MARKETWATCH COM INC
Form: 424A   Filing Date: 12/29/98

<DOCUMENT>
<TYPE>424A
<SEQUENCE>1
<DESCRIPTION>PROSPECTUS FILED PURSUANT TO RULE 424A
<TEXT>

<PAGE> 1
Filed Pursuant to Rule 424(a)
Registration No. 333-65569

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION
DECEMBER 21, 1998

2,750,000 SHARES

LOGO

COMMON STOCK
------------------

This is the initial public offering of MarketWatch.com, Inc. and we are offering
2,750,000 shares of our common stock. We anticipate that the initial public
offering price will be between $10.00 and $12.00 per share.

We have applied to list the common stock on the Nasdaq National Market under the
symbol "MKTW."

INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 6.

<TABLE>
<CAPTION>
PER SHARE TOTAL
<S> <C> <C>
Public Offering Price..................................... $ $
Underwriting Discounts and Commissions.................... $ $
Proceeds to MarketWatch.com............................... $ $
</TABLE>

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

MarketWatch.com has granted the underwriters the right to purchase up to 412,500
additional shares to cover any over-allotments.

JOINT BOOK-RUNNING MANAGERS

<TABLE>
<S> <C>
BT ALEX. BROWN DONALDSON, LUFKIN & JENRETTE
------------------------------------------------------------------------------------------------------------------
SALOMON SMITH BARNEY FAC/EQUITIES
</TABLE>

The undersigned are facilitating Internet distribution.

WIT CAPITAL CORPORATION DLJDIRECT INC.
as e-Manager...

source: &copy 12/29/98
freeedgar.com

WIT Capital, DLJ Direct* per Gomez.com gomez.com

*#2, Internet Broker Scorecard gomez.com
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