Edgar Filing: CALLAWAY DAVID

Ownership Submission

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)
11/26/2004

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/26/2004		S		69,559	D	$ 18.009	3,683	D
Common Stock	11/26/2004		M		69,559	A	$ 5.16	7,070	D
Common Stock	11/29/2004		M		9,190	A	$ 8.51	12,873	D
Common Stock	11/29/2004		S		9,190	D	$ 18.1	3,683	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 3.912

11/26/2004

33,333

⁽¹⁾

08/23/2012

Common Stock

33,333

$ 0

16,667

Stock Option (Right to Buy)

$ 4.03

11/26/2004

18,750

⁽²⁾

01/22/2012

Common Stock

18,750

$ 0

Stock Option (Right to Buy)

$ 4.1875

11/26/2004

10,000

⁽³⁾

10/13/2010

Common Stock

$ 0

Stock Option (Right to Buy)

$ 8.51

11/26/2004

12,577

⁽⁴⁾

11/14/2013

Common Stock

12,577

$ 0

26,685

Stock Option (Right to Buy)

$ 8.51

11/29/2004

9,190

⁽⁴⁾

11/14/2013

Common Stock

9,190

$ 0

17,495

Reporting Owners

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

Signatures

David Callaway		11/30/2004
^**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)	Option to purchase 50,000 shares of common stock granted on August 23, 2002. Becomes exercisable with respect to 1/3 of the shares as of each of August 23, 2003, August 23,2004 and August 23, 2005.
(2)	Option to purchase 18,750 shares of common stock granted on January 22, 2002. Becomes exercisable with respect to 1/3 of the shares as of each of January 22, 2003, January 22, 2004 and January 22, 2005.
(3)	Option to purchase 10,000 shares of common stock granted on October 13, 2000. Options are exercisable with respect to 1/3 of the shares and will become exercisable with respect to 1/3 of the shares as of each of October 13, 2002 and October 13, 2003.
(4)	Option to purchase 50,000 shares of common stock granted on November 14, 2003. Becomes exercisable with respect to 1/3 of the shares as of each of November 14, 2004, November 14, 2005 and November 14, 2006.

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