01162004 Form 15

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OMB Number: 3235-0167

Expires: October 31, 2004

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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 000-25113

MarketWatch.com, Inc.

(Exact name of registrant as specified in its charter)

825 Battery Street, San Francisco, California, 94111

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Common Stock, par value $0.01 per share

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i) /X/

Rule 12h-3(b)(1)(i) /X/

Rule 12g-4(a)(1)(ii) /  /

Rule 12h-3(b)(1)(ii) /  /

Rule 12g-4(a)(2)(i) /  /

Rule 12h-3(b)(2)(i) /  /

Rule 12g-4(a)(2)(ii) /  /

Rule 12h-3(b)(2)(ii) /  /

Rule 15d-6 /  /

Approximate number of holders of record as of the certification or notice date: 1

Pursuant to the requirements of the Securities Exchange Act of 1934, MarketWatch.com, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: January 16, 2004

/s/ Lawrence S. Kramer
By: Lawrence S. Kramer
Title: Chairman and Chief Executive Officer

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.

MarketWatch.com, Inc. ("MarketWatch") entered into an Agreement and Plan of Merger, dated as of July 22, 2003 and amended as of December 15, 2003 (the "Merger Agreement"), with Pinnacor Inc. ("Pinnacor"), NMP, Inc. ("Holdco"), Maple Merger Sub, Inc. ("Maple Merger Sub") and Pine Merger Sub, Inc. ("Pine Merger Sub"). Pursuant to the Merger Agreement, Maple Merger Sub merged with and into MarketWatch (the "MarketWatch Merger"). Also pursuant to the Merger Agreement, Pine Merger Sub merged with and into Pinnacor (the "Pinnacor Merger"). Upon the completion of the MarketWatch Merger and Pinnacor Merger, each of MarketWatch and Pinnacor became a wholly-owned subsidiary of Holdco.

In connection with the MarketWatch Merger, MarketWatch stockholders received one share of Holdco common stock for each share of MarketWatch common stock they owned. In connection with the Pinnacor Merger, each Pinnacor stockholder received, subject to proration, either $2.42 in cash or 0.2659 of a share of Holdco common stock for each share of Pinnacor common stock they owned.

In light of the fact that by virtue of the MarketWatch Merger, all shares of the common stock of MarketWatch are held by Holdco, MarketWatch requests termination of its registration and will not continue to report under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended.