MARKETWATCH.COM, INC.

(Name of Issuer)

Common Stock, par value $.01 per share

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(Title of Class of Securities)

570619106

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(CUSIP Number)

Thomas Wharton
c/o Pearson Inc.
1330 Avenue of the Americas, 7th Floor
New York, New York 10019
(212) 641-2421

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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With Copies To:

Howard A. Kenny, Esq.
Morgan, Lewis & Brockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000

January 21, 2005

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(Date of Event Which Requires Filing of this Statement)

     Item 1. Security and Issuer

          This Amendment No. 1 (this “Amendment”) hereby amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on July 8, 2004 (the “Schedule 13D”) with respect to the common stock, par value $.01 per share (the “Common Stock”), of MarketWatch.com, Inc., a Delaware Corporation (f/k/a NMP Inc.), (the “Issuer”), with its principal executive office located at 825 Battery Street, San Francisco, CA 94111. This Amendment relates to the consummation of the merger of the Issuer with a wholly-owned subsidiary of Dow Jones & Company, Inc., as a result of which all Common Stock of the Issuer held by the Reporting Persons were converted automatically into the right to receive $18.00 per share.

     Item 4. Purpose of Transaction

          Item 4 is hereby amended in its entirety to read as follows:

          “As announced by the Issuer, pursuant to a merger agreement dated November 14, 2004, among Dow Jones & Company, Inc. (“Dow Jones”), Golden Acquisition Corp. (“Golden”) and the Issuer (the “Merger Agreement”), the Issuer merged with Golden, a wholly-owned subsidiary of Dow Jones, with the Issuer surviving the merger as a wholly-owned subsidiary of Dow Jones. Each outstanding share of the Issuer’s Common Stock, including the Common Stock beneficially owned by the Reporting Persons, was converted automatically into the right to receive $18.00 cash, without interest.”

     Item 5. Interest in Securities of the Issuer

          Item 5 is hereby amended in its entirety to read as follows:

          “(a) and (b) As announced by the Issuer, pursuant to the Merger Agreement, the Issuer merged with Golden, a wholly-owned subsidiary of Dow Jones, with the Issuer surviving the merger as a wholly-owned subsidiary of Dow Jones. Each outstanding share of the Issuer’s Common Stock, including the Common Stock beneficially owned by the Reporting Persons, was converted automatically into the right to receive $18.00 cash, without interest.”

          “(e) On January 21, 2005, upon the closing of the merger described hereinabove, the Reporting Persons ceased to own any Common Stock or other securities of the Issuer.”

     Item 6. Contract, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer

          Item 6 is hereby amended by the addition of the following as the penultimate paragraph thereof:

          “As announced by the Issuer, pursuant to the Merger Agreement, the Issuer merged with Golden, a wholly-owned subsidiary of Dow Jones, with the Issuer surviving the merger as a wholly-owned subsidiary of Dow Jones. Each outstanding share of the Issuer’s Common Stock, including the Common Stock beneficially owned by the Reporting Persons, was converted automatically into the right to receive $18.00 cash, without interest.”

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SIGNATURE

     After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2005

	Pearson plc
	By:	/s/ Stephen Jones
		Name:	Stephen A. Jones
		Title:	Deputy Secretary
	Pearson International Finance Ltd.
	By:	/s/ Stephen Jones
		Name:	Stephen A. Jones
		Title:	Secretary

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