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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(Print or Type Responses)

1. Name and Address of Reporting Person * CALLAWAY DAVID   2. Issuer Name and Ticker or Trading Symbol MARKETWATCH INC [MKTW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP News, Editor in Chief (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   596 D (1) 0 D

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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)

$ 25

01/21/2005

D

49,999

(2)

05/16/2010

Common Stock

49,999

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 25

01/21/2005

D

1

(3)

05/16/2010

Common Stock

1

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 3.912

01/21/2005

D

16,667

(4)

08/23/2012

Common Stock

16,667

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 8.51

01/21/2005

D

17,495

(5)

11/14/2013

Common Stock

17,495

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 8.51

01/21/2005

D

15,839

(6)

11/14/2013

Common Stock

15,839

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 11.68

01/21/2005

D

50,000

(7)

09/24/2014

Common Stock

50,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CALLAWAY DAVID 825 BATTERY ST. SAN FRANCISCO, CA 94111			VP News, Editor in Chief

Signatures

David Callaway		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)	The purchase right under the issuer's ESPP plan was canceled in the Merger in exchange for cash consideration of $6,665.07 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.
(2)	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 21,749 shares of Dow Jones common stock for $57.48 per share.
(3)	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 0 shares of Dow Jones common stock for $57.48 per share.
(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 7,250 shares of Dow Jones common stock for $9.00 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 7,610 shares of Dow Jones common stock for $19.57 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 6,889 shares of Dow Jones common stock for $19.57 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 21,750 shares of Dow Jones common stock for $26.86 per share.

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