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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
HODGSON DAVID C
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O GENERAL ATLANTIC SERVICE CORPORATION, 3 PICKWICK PLAZA		 3. Date of Earliest Transaction (Month/Day/Year)
01/21/2005
(Street)

GREENWICH, CT 06830		 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   U   1,911,939 D $ 18 0 I See (1)
Common Stock 01/21/2005   U   1,329 D $ 18 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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
Stock Option (right to buy) $ 12.82 01/21/2005   D     10,000   (2) 03/17/2014 Common Stock 10,000 $ 5.18 0 D  
Stock Option (right to buy) $ 11.68 01/21/2005   D     7,500   (3) 09/24/2014 Common Stock 7,500 $ 6.32 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HODGSON DAVID C
C/O GENERAL ATLANTIC SERVICE CORPORATION
3 PICKWICK PLAZA
GREENWICH, CT 06830		   X      

Signatures

 David C. Hodgson   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) 1,911,939 shares consists of 1,551,692 shares owned by General Atlantic Partners 69, L.P. ("GAP 69"), 119,496 shares owned by GapStar, LLC ("GapStar") and 240,751 shares owned by GAP Coinvestment Partners II, L.P. ("GAPCO II"). General Atlantic Partners, LLC ("GAP LLC") is the general partner of GAP 69 and the sole member of GapStar. The general partners of GAPCO II are also managing members of GAP LLC. Mr. Hodgson is a managing member of GAP LLC and a general partner of GAPCO II, and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(2) Option vested in connection with the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of November 14, 2004, by and among MarketWatch.com, Inc., Dow Jones & Company, Inc. and Golden Acquisition Corp. (the "Merger") and was cancelled in exchange for a cash payment per share of $5.18, representing the difference between the price per share paid in the Merger ($18.00) and the exercise price of the option.
(3) Option vested in connection with the closing of the Merger and was cancelled in exchange for a cash payment per share of $6.32, representing the difference between the price per share paid in the Merger ($18.00) and the exercise price of the option.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.