FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * KRAMER LAWRENCE S   2. Issuer Name and Ticker or Trading Symbol MARKETWATCH INC [MKTW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) 825 BATTERY ST. 3. Date of Earliest Transaction (Month/Day/Year) 01/21/2005 (Street) SAN FRANCISCO, CA 94111 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/21/2005   D   141,101 D (1) 0 D   Common Stock 01/21/2005   D   7,020 D (2) 0 I by Trust Common Stock 01/21/2005   D   224 D (3) 0 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$ 38	01/21/2005		D			7,893	(4)	12/30/2009	Common Stock	7,893	$ 0	0	D
Employee Stock Option (Right to Buy)	$ 38	01/21/2005		D			92,107	(5)	12/30/2009	Common Stock	92,107	$ 0	0	D
Employee Stock Option (Right to Buy)	$ 4.1	01/21/2005		D			8,944	(6)	09/23/2012	Common Stock	8,944	$ 0	0	D
Employee Stock Option (Right to Buy)	$ 4.1	01/21/2005		D			24,390	(7)	09/23/2012	Common Stock	24,390	$ 0	0	D
Employee Stock Option (Right to Buy)	$ 8.42	01/21/2005		D			88,124	(8)	12/09/2013	Common Stock	88,124	$ 0	0	D
Employee Stock Option (Right to Buy)	$ 8.42	01/21/2005		D			11,876	(9)	12/09/2013	Common Stock	11,876	$ 0	0	D
Employee Stock Option (Right to Buy)	$ 11.68	01/21/2005		D			200,000	(10)	09/24/2014	Common Stock	200,000	$ 0	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KRAMER LAWRENCE S 825 BATTERY ST. SAN FRANCISCO, CA 94111	X		Chairman & CEO

Signatures

Lawrence Kramer		01/24/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Disposed of pursuant to the merger agreement between the issuer and Dow Jones and Company, Inc. in exchange for the right to receive cash consideration of $18 per share on the effective date of the merger.
(2)	Disposed of pursuant to the merger agreement between the issuer and Dow Jones and Company, Inc. in exchange for the right to receive cash consideration of $18 per share on the effective date of the merger.
(3)	The purchase right under the issuer's ESPP plan was canceled in the merger in exchange for cash consideration of $2,504.99. This represents the difference between the price per share of $6.817 and the cash consideration of $18 per share in connection with the merger.
(4)	This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 3,433 shares of Dow Jones common stock for $87.36 per share.
(5)	This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 40,066 shares of Dow Jones common stock for $87.36 per share.
(6)	This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 3,890 shares of Dow Jones common stock for $9.43 per share.
(7)	This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 10,609 shares of Dow Jones common stock for $9.43 per share.
(8)	This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 38,333 shares of Dow Jones common stock for $19.36 per share.
(9)	This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 5,166 shares of Dow Jones common stock for $19.36 per share.
(10)	This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 87,000 shares of Dow Jones common stock for $26.86 per share.

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