SEC Form 3

FORM 3

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

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1. Name and Address of Reporting Person* PEARSON PLC (Last) (First) (Middle) 80 STRAND LONDON (Street) WC2R 0RL UK (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/16/2004	3. Issuer Name and Ticker or Trading Symbol MARKETWATCH COM INC [ MKTW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share(1)	5,636,814	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. In connection with the merger (the "Merger"), effective as of January 16, 2004, of MarketWatch Media, Inc. (f/k/a MarketWatch.com, Inc.) and Pinnacor Inc. through the formation of MarketWatch.com, Inc. (f/k/a NMP, Inc.) as a holding company, the 5,636,814 shares of Common Stock of MarketWatch Media, Inc. previously held by Pearson International Finance Ltd., a corporation organized under the laws of England and Wales ("PIFL") were exchanged for 5,636,814 shares of Common Stock of MarketWatch.com, Inc. PIFL is a wholly-owned direct subsidiary of the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares of Common Stock except to the extent of its pecuniary interest derived through its ownership interest in PIFL. On the effective date of the Merger, the closing price of MarketWatch.com, Inc.'s Common Stock was $9.87 per share.

	/s/ Stephen Jones, Pearson plc	07/09/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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