SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[ ] Preliminary proxy statement.
[_] Confidential, for use of the
Commission only (as permitted by Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[_] Definitive additional materials
[_] Soliciting material under Rule 14a-11(c) or Rule 14a-12.

EDGAR ONLINE, INC.
________________________________________
(Name of Registrant as Specified in Its Charter)

________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-(6)(i) (1) and 0-11.

(1) Title of each class of securities to which transaction applies.
________________________________________________________________________________

(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it is determined):

________________________________________________________________________________

(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________

(5) Total fee paid:
________________________________________________________________________________

[_] Fee paid previously with preliminary materials.
________________________________________________________________________________

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11 (a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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EDGAR ONLINE, INC.
50 WASHINGTON STREET
NORWALK, CONNECTICUT 06854

June 29, 2001

Dear EDGAR Online Stockholders:

On behalf of the Board of Directors of EDGAR Online, Inc., I cordially
invite you to attend our Annual Meeting of Stockholders, which will be held on
August 1, 2001 at 10:00 A.M. (local time) at our offices at 50 Washington
Street, Norwalk, Connecticut 06854.

At this year's meeting, you will vote on (i) the election of seven
directors; (ii) approval and ratification of an amendment to the 1999 Stock
Option Plan to increase the number of shares reserved for issuance by 500,000
shares to 1,900,000 shares; (iii) ratification of the appointment of KPMG LLP as
independent public accountants; and (iv) such other business as may properly
come before the Annual Meeting or any adjournments thereof. We have attached a
notice of meeting and a proxy statement that contains more information about
these proposals.

You will also find enclosed a proxy form appointing proxies to vote your
shares at the Annual Meeting. Please sign, date and return your proxy form as
soon as possible so that your shares can be represented and voted in accordance
with your instructions even if you cannot attend the Annual Meeting in person.

Sincerely,

/s/ Marc Strausberg

Marc Strausberg
Chairman of the Board
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EDGAR ONLINE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 1, 2001

TO THE STOCKHOLDERS OF EDGAR ONLINE, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of EDGAR Online, Inc., a Delaware corporation ("EDGAR Online" or the
"Company"), will be held at the Company's offices, 50 Washington Street,
Norwalk, Connecticut 06854 on August 1, 2001 at 10:00 A.M. (local time) for the
following purposes:

(1) ELECTION OF DIRECTORS. To elect seven (7) members of the Board of
Directors to serve until the 2002 Annual Meeting of Stockholders or
until their respective successors are elected and qualified;

(2) APPROVAL AND RATIFICATION OF AMENDMENT TO THE 1999 STOCK OPTION PLAN.
To increase the number of shares reserved for issuance under the 1999
Stock Option Plan by 500,000 shares to 1,900,000 shares; and

(3) RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS. To ratify the
appointment of KPMG LLP as independent public accountants of the
Company for the fiscal year ending December 31, 2001;

(4) OTHER BUSINESS. To transact such other business as may properly come
before the Annual Meeting and any adjournment or postponement thereof.

The foregoing items of business, including the nominees for directors, are
more fully described in the Proxy Statement that is attached to and made a part
of this Notice. The Board of Directors has fixed June 12, 2001 as the record
date for determining stockholders entitled to notice of, and to vote at, the
Annual Meeting, or any adjournment or postponement thereof. Only Stockholders of
record at the close of business on that date will be entitled to notice of, and
to vote at, the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting in
person. Whether or not you plan to attend the Annual Meeting, your vote is
important. To assure your representation at the Annual Meeting, please sign and
date the enclosed proxy form and return it promptly in the enclosed envelope,
which requires no additional postage if mailed in the United States or Canada.
Should you receive more than one proxy form because your shares are registered
in different names and addresses, each proxy form should be signed and returned
to assure that all your shares will be voted. You may revoke your proxy at any
time prior to the Annual Meeting. If you attend the Annual Meeting and vote by
ballot, your proxy will be revoked automatically and only your vote at the
Annual Meeting will be counted.

The Proxy Statement and the accompanying proxy form are being mailed
beginning on or about June 29, 2001 to stockholders entitled to vote.

By Order of the Board of Directors

/s/ Susan Strausberg
Susan Strausberg
Chief Executive Officer and Secretary

Norwalk, Connecticut
June 29, 2001

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY FORM AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
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EDGAR ONLINE, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 1, 2001

GENERAL

The enclosed Proxy is solicited on behalf of the Board of Directors of EDGAR
Online, Inc., a Delaware corporation, for use at the Annual Meeting of
Stockholders to be held on August 1, 2001, and any adjournment or postponement
thereof. The Annual Meeting will be held at 10:00 A.M. (local time) at the
Company's offices, 50 Washington Street, Norwalk, Connecticut 06854. This Proxy
Statement, the enclosed proxy card and the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000 are being mailed on or about June
29, 2001 to stockholders entitled to vote at the meeting.

RECORD DATE AND VOTING SHARES

The close of business on June 12, 2001 has been fixed as the record date
("Record Date") for determining the holders of shares of Common Stock, par value
$0.01 per share (the "Common Stock") entitled to notice of and to vote at the
Annual Meeting. At the close of business on the Record Date, the Company had
14,908,917 shares of Common Stock outstanding held of record by 124
stockholders. No shares of the Company's preferred stock, par value $0.01, were
outstanding. Each stockholder is entitled to one vote for each share of Common
Stock held by such stockholder on June 12, 2001. Cumulative voting is not
permitted.

Directors are elected by a plurality of the votes, which means the seven
nominees who receive the largest number of properly executed votes will be
elected as directors. Shares that are represented by proxies that are marked
"withhold authority" for the election of one or more director nominees will not
be counted in determining the number of votes cast for those persons. The
affirmative vote of a majority of the shares present (in person or by proxy and
entitled to vote at the Annual Meeting) is needed to approve and ratify the
amendment to the 1999 Stock Option Plan and to ratify the appointment of KPMG
LLP as the Company's independent auditors. Any other matters properly considered
at the meeting will be determined by a majority of the votes cast.

VOTING OF PROXIES

If the enclosed form of Proxy is properly signed and returned, the shares
represented thereby will be voted at the Annual Meeting in accordance with the
instructions specified thereon. If the Proxy does not specify how the shares
represented thereby are to be voted, the Proxy will be voted FOR the election of
the directors proposed by the Board unless the authority to vote for the
election of such directors is withheld and, if no contrary instructions are
given, the Proxy will be voted FOR the approval of Proposal 2 described in this
Proxy Statement, the Proxy will be voted FOR the approval of Proposal 3
described in this Proxy Statement, and in accordance with the discretion of the
proxy holders as to all other matters that may properly come before the Annual
Meeting. If a broker indicates on the enclosed proxy or its substitute that it
does not have discretionary authority as to certain shares to vote on a
particular matter ("broker non-votes"), those shares will not be considered as
voting with respect to that matter. The Company believes that the tabulation
procedures to be followed by the Inspector of Elections are consistent with the
general requirements of Delaware law concerning voting of shares and
determination of a quorum.

You may revoke or change your Proxy at any time before the Annual Meeting by
filing with the Secretary of the Company, at the Company's principal executive
offices at 50 Washington Street, Norwalk, Connecticut 06854, a notice of
revocation or another signed Proxy with a later date. You may also revoke your
Proxy by attending the Annual Meeting and voting in person.

If any stockholder is unable to attend the Annual Meeting, such
stockholder may vote by proxy. If a proxy is properly executed and returned to
the Company in time to be voted at the Annual Meeting, it will be voted as
specified in the proxy, unless it is properly revoked prior thereto. Votes cast
in person or by proxy at the Annual Meeting will be tabulated by the Inspectors
of Elections appointed for the meeting and will determine whether or not a
quorum is present. The holders of a majority of the shares of stock entitled to
vote at the meeting, present in person or represented by proxy, shall constitute
a quorum for the transaction of business.
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SOLICITATION

The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy Statement, the Proxy
and any additional solicitation materials furnished to the stockholders. Copies
of solicitation materials will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, the Company may reimburse such persons for their costs in
forwarding the solicitation materials to such beneficial owners. The original
solicitation of proxies by mail may be supplemented by a solicitation by
telephone, telegram or other means by directors, officers or employees of the
Company. No additional compensation will be paid to these individuals for any
such services. Except as described above, the Company does not presently intend
to solicit proxies other than by mail.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2002 ANNUAL STOCKHOLDERS
MEETING

Proposals of stockholders of the Company that are intended to be presented
by such stockholders at the Company's 2002 Annual Meeting must be received no
later than February 8, 2002 in order that they may be included in the proxy
statement and form of proxy relating to that meeting. Proposals should be sent
to EDGAR Online, Inc., 50 Washington Street, Norwalk, Connecticut 06854,
Attention: Corporate Secretary.

MATTERS TO BE CONSIDERED AT ANNUAL MEETING

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The number of directors on the Board currently consists of seven members in
compliance with the Company's By-laws.

At the Annual Meeting, the stockholders will elect seven directors, who will
serve a one-year term until the annual meeting of stockholders to be held in
2002 or until a successor is elected or appointed and qualified or until such
director's earlier resignation or removal. If any nominee is unable or unwilling
to serve as a director, proxies may be voted for a substitute nominee designated
by the present Board. The Board has no reason to believe that the persons named
below will be unable or unwilling to serve as nominees or as directors if
elected. Proxies received will be voted "FOR" the election of all nominees
unless otherwise directed. Pursuant to applicable Delaware corporation law,
assuming the presence of quorum, seven directors will be elected from among
those persons duly nominated for such positions by plurality of the votes
actually cast by stockholders entitled to vote at the meeting who are present in
person or by proxy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
NAMED BELOW

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INFORMATION CONCERNING NOMINEES

Certain information about each of the seven nominees is set forth below.
Each director has served continuously with the Company since his first election
as indicated below.

NAME AGE POSITION DIRECTOR SINCE

Susan Strausberg(1) 62 Chief Executive Officer, 1995
Secretary and Director

Marc Strausberg(1) 66 Chairman of the Board and 1995
Director

Tom Vos(1) 54 President, Chief Operating 1996
Officer and Director

Albert E. Girod 49 Chief Technology Officer, 2000
Executive Vice President and
Director

Bruce Bezpa(2)(3) 46 Director 1999

Stefan Chopin(2)(3) 42 Director 1996

Mark Maged(2)(3) 69 Director 1999
- - - - - - - - - - - - - - - - - -
(1) Member of the Outside Directors Compensation Committee.

(2) Member of the Compensation Committee.

(3) Member of the Audit Committee.

SUSAN STRAUSBERG, a co-founder of EDGAR Online, has served as a member of the
Board of Directors, Chief Executive Officer and Secretary since EDGAR Online
was formed in November 1995. From December 1994 until the formation of EDGAR
Online, Ms. Strausberg was a consultant to Internet Financial Network. Ms.
Strausberg served on the Board of Directors of RKO Pictures from December
1998 to May 2001. Ms. Strausberg, the wife of Mr. Strausberg, EDGAR Online's
Chairman, holds a B.A. degree from Sarah Lawrence College.

MARC STRAUSBERG, a co-founder of EDGAR Online, has served as Chairman of the
Board of Directors and President since EDGAR Online was formed in November
1995. Mr. Strausberg resigned as President upon the election of Tom Vos to
this position in March 1999. In December 1994, Mr. Strausberg co-founded
Internet Financial Network, an EDGAR based financial information vendor and
served as IFN's co-chairman until founding EDGAR Online. From 1992 to 1994,
Mr. Strausberg was the publisher of the Livermore Report, a newsletter that
focused on the valuation of initial public offerings. From August 1987 to
December 1994, Mr. Strausberg served as Chairman and President of Sindex
Inc., which provided computer-based trading systems to hedge funds and
brokerage firms. Mr. Strausberg, the husband of Ms. Strausberg, EDGAR
Online's Chief Executive Officer, holds a B.A. degree from Muhlenberg College.

TOM VOS joined EDGAR Online as a Director in August 1996 and was elected
Chief Operating Officer in March 1998. Mr. Vos was elected President in March
1999. From September 1986 until March 1998, Mr. Vos was Vice President of
Marketing at Bowne & Co., Inc. ("Bowne"). In that capacity, Mr. Vos was
responsible for strategic planning, acquisitions and new product development.
While at Bowne, Mr. Vos was also responsible for advertising and public
relations and for the development of both Bowne's Web site and its EDGAR
services department. Mr. Vos holds a B.S. degree in Physics from Notre Dame
University, an M.S. degree in Electrical Engineering from Ohio State
University and an M.B.A. degree from Pace University.

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ALBERT E. GIROD joined EDGAR Online as a Director and Chief Technology
Officer following EDGAR Online's acquisition of Financial Insight Systems,
Inc. ("FIS") in October 2000. Mr. Girod founded FIS in 1995 and served as
President and Chief Executive Officer from 1995 until October 2000. FIS was
and remains a leading provider of computer related financial information
systems to the institutional investment community. Mr. Girod also served as
Chief Executive Officer (1992-1995) and Vice President (1982-1992) of CDA
Investment Technologies, Inc., a provider of computer related financial
services to the institutional community. From 1976 until 1982, Mr. Girod
served as Vice President of Product Development for SEI Corporation, a
provider of automated trust accounting and banking services and a registered
investment advisor. Mr. Girod holds a B.S. degree from Villanova University.

BRUCE BEZPA joined EDGAR Online as a member of the Board of Directors in
March 1999. Since October 1999 Mr. Bezpa has provided consulting services
with a focus on strategic development and helping companies create value.
Previously, he had worked for Bowne & Co., Inc., a leading financial printer
and provider of Internet, localization and outsourcing services, for 15 years
in various capacities including as Vice President-Strategic Development from
July 1996 to October 1999, Director-Mutual Funds Services from August 1994 to
June 1996 and Director-Marketing from April 1989 to July 1994. Mr. Bezpa
holds B.A. and M.B.A. degrees from Rutgers University.

STEFAN CHOPIN joined EDGAR Online as a member of the Board of Directors in
1996. Mr. Chopin is the Senior Vice President of Technology for iXL
Enterprises, Inc., an e-business solutions provider. Prior to joining iXL in
1998, Mr. Chopin was the founder and President of Pequot Systems, a software
development and consulting firm. In October 1998, Pequot was acquired by iXL
Enterprises, Inc. which formed the basis of the iXL Financial Services
Industry Practices. Prior to founding Pequot Systems in November 1995, Mr.
Chopin served as the Vice President of Engineering for Micrognosis, Inc., a
leading provider of trading room systems.

MARK MAGED joined EDGAR Online as a member of the Board of Directors in March
1999. Since June, 2000 and during the eight years prior to becoming Chief
Executive Officer of Internet Tradeline as described below, Mr. Maged, either
individually or as Chairman of MJM Associates, LLC, has engaged in various
private investment banking activities in the United States and internationally.
From September 1995 through May 2000, he was chairman of Internet Tradeline,
Inc. From 1975 through 1983, he served as President and Chief Executive Officer
of Schroder's Incorporated, which operated banking, investment banking and
investment management businesses as the United States arm of Schroders PLC, an
international merchant bank. He is currently a member of the Boards of Directors
of Commodore Holdings Limited and Cachier Corporation. He holds a bachelor's
degree from the City College of New York and both a master's degree and a law
degree from Harvard University.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors held eight meetings and took no action by unanimous
written consent during the fiscal year ended December 31, 2000 (the "2000 Fiscal
Year"). The Board has an Audit Committee, a Compensation Committee and an
Outside Directors Compensation Committee. Each director attended or participated
in 75% or more of the aggregate of (i) the total number of meetings of the Board
of Directors and (ii) the total number of meetings held by all committees of the
Board on which such director served during the 2000 Fiscal Year.

The Audit Committee of the Board of Directors reviews, acts on and reports
to the Board of Directors with respect to various auditing and accounting
matters, including the selection of our independent auditors, the scope of the
annual audits, fees to be paid to the auditors, the performance of our
independent auditors and our accounting practices. The members of the Audit
Committee are Messrs. Bezpa, Chopin and Maged, each non-employee directors of
the Company. The Audit Committee held one meeting during the 2000 Fiscal Year.

The Compensation Committee of the Board of Directors determines the salaries
and incentive compensation of our senior officers and provides recommendations
for the salaries and incentive compensation of our other employees. The
Compensation Committee also administers our various incentive compensation,
stock and benefit plans. The members of the Compensation Committee are Messrs.
Bezpa, Chopin and Maged. The Compensation Committee held two meetings during the
2000 Fiscal Year.

The Board has also established the Outside Directors Compensation Committee
and appointed Marc Strausberg, Susan Strausberg and Tom Vos to be its members.
The Outside Directors Compensation Committee has the responsibility to
administer our 1999 Outside Directors Stock Option Plan. The Outsider Directors
Compensation Committee held two meetings during the 2000 Fiscal Year.

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The Company does not have a nominating committee. The functions customarily
performed by a nominating committee are performed by the Board of Directors as a
whole. Any stockholder who wishes to make a nomination at an annual or special
meeting for the election of directors must do so in compliance with the
applicable procedures set forth in the Company's By-Laws. The Company will
furnish copies of the By-Laws provisions upon written request to the Company's
principal executive offices, 50 Washington Street, Norwalk, Connecticut 06854,
Attention: Corporate Secretary.

DIRECTOR COMPENSATION

No cash compensation has ever been paid to any of the directors of EDGAR
Online for service in such capacity. In August 2000, each of our non-employee
directors was granted options to purchase 7,500 shares of common stock at an
exercise price of $3.50 per share. Non-employee directors of EDGAR Online will
be eligible to receive non-discretionary, automatic grants of options every
three years to purchase common stock as part of our 1999 Outside Directors Stock
Option Plan.

AUDIT COMMITTEE REPORT

On June 12, 2000 the Board adopted a charter for the Audit Committee, a copy
of which is attached to this Proxy Statement as Exhibit A. Pursuant to the
charter, the Audit Committee makes recommendations as to the engagement and fees
of the independent auditors, reviews the preparations for and the scope of the
audit of EDGAR Online's annual financial statements, reviews drafts of the
statements and monitors the functioning of EDGAR Online's accounting and
internal control systems by meeting with representatives of management, the
independent auditors and the internal auditors.

On March 26, 2001, the Audit Committee met to discuss the fourth quarter
earnings and met with members of KPMG's engagement team to review the results of
the 2000 audit. During this meeting, the Audit Committee discussed the matters
required to be disclosed by Statement on Auditing Standards No. 1 with KPMG.
KPMG delivered the written disclosures and letter required by Independence
Standards Board Standard No. 1. This Standard requires auditors to communicate,
in writing, at least annually, all relationships between the auditors and the
Company that, in the auditor's professional judgment, may reasonably be thought
to affect the auditor's independence. The Audit Committee has received this
disclosure and discussed with KPMG its independence from the Company. In
addition, the Audit Committee discussed the audited financial statements for
2000 and the results of the audit with the Company's management. Based upon its
meetings with KPMG and its review of the audited financial statements, the Audit
Committee recommended to the Board that the audited financial statements be
included in the Company's Annual Report on the Form 10-K.

The Audit Committee plans to meet with KPMG again in 2001 to review the
scope of the 2001 audit.

Submitted by the Audit Committee:

Bruce Bezpa
Stefan Chopin
Mark Maged

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No interlocking relationships exist between any members of EDGAR Online's
Board of Directors or Compensation Committee and the board of directors or
compensation committee of any other company, nor has any such interlocking
relationship existed in the past. The Company has business and financial
relationships with Globix Corporation and iXL Enterprises, Inc. Marc Bell, a
director of the Company until October 27, 2000, is the President and Chief
Executive Officer of Globix Corporation. Stefan Chopin is a Vice President of
iXL Enterprises, Inc. Our relationships with Globix and iXL are described below.

Globix

In July 1998, we issued a 10% convertible debenture in the principal amount
of $1,000,000 to Globix Corporation along with warrants to purchase 666,667
shares of common stock at an exercise price of $1.50 per share. The terms of the
transaction were determined as the result of arm's length bargaining between the
parties. As

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part of this transaction, our agreement with Bowne was amended to modify certain
of Bowne's rights and to include Globix as a party, thereby providing Globix
with the same anti-dilution rights, tag-along rights and Board participation
rights as Bowne. In May 1999, Globix converted its debenture and exercised its
warrants, thereby acquiring 1,336,667 shares of our common stock. In July 1998,
we also entered into a five-year hosting contract with Globix that requires us
to co-locate our Internet servers at the Globix facility in New York City.
During 2000, 1999 and 1998, we paid Globix a total of $298,042, $546,111, and
$6,513, respectively, under this contract. We believe that the terms of our
agreements with Globix are beneficial to EDGAR Online and no less favorable to
EDGAR Online than terms which might be available to us from unaffiliated third
parties.

Pequot Systems (iXL)

EDGAR Online and Pequot Systems ("Pequot") shared equally the costs of a
single lease on 6,600 square feet of space. We occupy half of this space and
were jointly obligated with Pequot on the lease. This arrangement with Pequot
ended in June 1999, when we entered into a separate lease for our facilities in
Norwalk, Connecticut. From our inception through February 2001, we outsourced
our technology development to Pequot. We do not currently outsource any work to
iXL. During 1995, in partial payment for services rendered, Pequot received
warrants to purchase shares of common stock at an exercise price of $.05 per
share. The warrants were exercised in May 1997. In March 1998, Pequot agreed to
accept shares of our common stock valued at $1.25 per share in partial payment
for services rendered. As a result of these two transactions, Pequot received
359,384 shares of common stock. In 2000, 1999 and 1998, we paid Pequot a total
of $2,725,770, $989,368 and $610,073, respectively, for services provided. As a
result of the acquisition of Pequot by iXL, an unrelated company, in 1998, the
shares owned by Pequot were transferred to Pequot's founders, including Stefan
Chopin, the founder and President of Pequot. Mr. Chopin has been a member of our
Board of Directors since 1996. We believe that the terms of our agreements with
Pequot have been beneficial to EDGAR Online and no less favorable to EDGAR
Online than terms which might be available to us from unaffiliated third
parties.

INFORMATION CONCERNING EXECUTIVE OFFICERS

The executive officers of the Company as of the date of this Proxy
Statement, other than Susan Strausberg, Marc Strausberg, Tom Vos and Albert E.
Girod, are identified below. Each executive officer is elected annually by the
Company's Board of Directors and serves at the pleasure of the Board.

NAME AGE POSITION

Greg D. Adams 40 Chief Financial Officer

Jay Sears 34 Senior Vice President of Business
Strategy and Development

GREG D. ADAMS joined EDGAR Online as Chief Financial Officer in March 1999.
Mr. Adams is a Certified Public Accountant with diversified business
experience in both the public and private sectors. Prior to joining EDGAR
Online, Mr. Adams served as Senior Vice President Finance and Administration
of PRT Group Inc., a technology solutions and services company. From 1994 to
1996, Mr. Adams was the Chief Financial Officer of the Blenheim Group Inc., a
publicly held UK information technology exposition and conference management
company. Prior to that, Mr. Adams worked for 11 years as an accountant with
KPMG Peat Marwick. He is a member of the New York State Society of Certified
Public Accountants and the American Institute of Certified Public
Accountants. Mr. Adams holds a B.B.A. degree in Accounting from the College
of William & Mary.

JAY SEARS joined EDGAR Online as Vice President of Marketing and Business
Development in May 1997. He is currently Senior Vice President of Business
Strategy and Development for EDGAR Online. Mr. Sears is responsible for web
strategy and strategic alliances and runs the Company's Web sites and
business development efforts including content and advertising sales,
membership and public relations. From September 1995 to April 1997, Mr. Sears
was Vice President of Marketing for Wolff Media, a publisher of Internet and
printed guides to the Internet. From July 1991 to August 1995, Mr. Sears was
a Senior Account Supervisor at Creamer Dickson Basford, an international
marketing, communications and public relations firm. Mr. Sears holds a B.A.
degree from Kenyon College.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

Executive Compensation

The following table sets forth the total compensation paid or accrued for the
fiscal years ended December 31, 2000, 1999 and 1998 by our Chief Executive
Officer and our five most highly compensated executive officers (other than our
Chief Executive Officer) (collectively, the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION SECURITIES
------------------------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER OPTIONS (#)

Susan Strausberg 2000 $ 150,000 $ 20,000 --- 35,000
Chief Executive Officer 1999 $ 150,000 $ 70,000(2) --- ---
1998 $ 150,000(3) --- --- ---

Marc Strausberg 2000 $ 150,000 $ 20,000 --- 35,000
Chairman and Chief 1999 $ 150,000 $ 70,000(2) --- ---
Information Officer 1998 $ 150,000(3) --- --- ---

Tom Vos 2000 $ 125,000 $ 20,000 --- 70,000
President and Chief 1999 $ 125,000 $ 70,000(2) --- 100,000
Operating Officer 1998 $ 93,750(4) --- --- 200,000

Greg Adams 2000 $ 125,000 $ 20,000 $8,100 70,000
Chief Financial Officer 1999 $ 93,269(5) $ 62,500 $3,254 125,000

Albert E. Girod (1) 2000 $ 25,035 $ 5,000 --- ---
Chief Technology Officer,
Executive Vice President and
Director

Jay Sears 2000 $ 125,000 $ 20,000 $5,100 65,000
Senior Vice President 1999 $ 115,096 $ 70,000 $11,760 25,000
of Business Strategy and 1998 $ 97,400 $ 10,000 --- 65,000
Development

- ----------

(1)Mr. Girod joined EDGAR Online as Executive Vice President and Chief
Technology Officer, and Director on October 30, 2000 and earns a salary at
the rate of $150,000 per annum.

(2)These bonuses have been awarded as deferred compensation.

(3)In 1998, $92,788 of this amount was deferred and not paid.

(4)Mr. Vos joined EDGAR Online as Chief Operating Officer on March 31, 1998 and
earns salary at the rate of $125,000 per annum. He was elected by the Board
of Directors to the additional position of President in March, 1999.

(5)Mr. Adams joined EDGAR Online as Chief Financial Officer in May 1999 and
earns salary at the rate of $125,000 per annum.

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Option Grants In Last Fiscal Year

The following table sets forth certain information regarding stock options
granted to the Named Executive Officers during 2000. We have never granted any
stock appreciation rights.

INDIVIDUAL GRANTS(1)
NUMBER OF PERCENT OF POTENTIAL
SECURITIES TOTAL OPTIONS REALIZABLE VALUE
UNDERLYING GRANTED TO EXERCISE AT ASSUMED ANNUAL
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION RATES OF STOCK PRICE
NAME GRANTED 2000(2) SHARE($) DATE APPRECIATION FOR OPTION TERM(3)
5% 10%

Susan 35,000 5.11% $ 3.85 August 1, 2010 --(4) 9,937
Strausberg

Marc 35,000 5.11% $ 3.85 August 1, 2010 --(4) 9,937
Strausberg

Tom Vos 40,000 5.84% $ 9.00 January 26, 2010 --(4) --(4)
30,000 4.38% $ 3.06 July 14, 2010 --(4) 32,142

Greg Adams 40,000 5.84% $ 9.00 January 26, 2010 --(4) --(4)
30,000 4.38% $ 3.06 July 14, 2010 --(4) 32,142

Jay Sears 40,000 5.84% $ 9.00 January 26, 2010 --(4) --(4)
25,000 3.65% $ 3.06 July 14, 2010 --(4) 26,785

(1)Each option represents the right to purchase one share of common stock. The
options shown in this table were all granted under our 1999 Stock Option
Plan, as amended.

(2)In the year ended December 31, 2000, we granted options to employees to
purchase an aggregate of 684,750 shares of common stock.

(3)Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The 5% and 10%
assumed annual rates of compounded stock price appreciation are mandated by
the rules of the SEC and do not represent our estimate or projection of
future common stock price growth. These amounts represent certain assumed
rates of appreciation in the value of our common stock from the fair market
value on the date of grant. Actual gains, if any, on stock option exercises
are dependent on the future performance of the common stock and overall stock
market conditions. The amounts reflected in the table may not necessarily be
achieved.

(4)Value less than zero (0).

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Aggregated Option Exercises In Last Fiscal Year And Fiscal Year-End Option
Values

The following table sets forth information concerning the exercise of stock
options during the fiscal year ended December 31, 2000 by each of the Named
Executive Officers and the fiscal year-end value of unexercised options. No
options were exercised by any of the Named Executive Officers during this
period.

NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 2000 DECEMBER 31, 2000 (1)

NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE

Susan Strausberg 0 35,000 --- ---

Marc Strausberg 0 35,000 --- ---

Tom Vos 263,334 106,666 $268,760 ---

Greg Adams 85,910 114,424 --- ---

Jay Sears 93,334 61,666 $87,347 ---

(1)The fair market value of the common stock as of December 31, 2000 was
$1.594.

Employment Agreements

We entered into a five-year amended and restated employment agreement dated
as of May 6, 1999 with Susan Strausberg. The agreement extends automatically for
an additional year at the end of the initial term and each anniversary
thereafter unless 30-day prior notice of termination is provided by either Ms.
Strausberg or EDGAR Online. The agreement provides for an annual salary of
$150,000, and an annual bonus at the discretion of the Board. In the event there
is a change of control (as defined in the agreement) and Ms. Strausberg's
employment is terminated (either by her or the employer) within one year
thereafter, Ms. Strausberg will receive a severance benefit equal to the product
of 2.99 times the sum of (1) her then applicable annual base salary and (2) the
average of her last two annual cash bonuses. Additionally, the agreement
contains non-compete and non-solicitation provisions effective during the term
of her employment and for one year thereafter.

We entered into a five-year amended and restated employment agreement dated
as of May 6, 1999 with Marc Strausberg. The agreement extends automatically for
an additional year at the end of the initial term and each anniversary
thereafter unless 30-day prior notice of termination is provided by either Mr.
Strausberg or EDGAR Online. The agreement provides for an annual salary of
$150,000, and an annual bonus at the discretion of the Board. In the event there
is a change of control (as defined in the agreement) and Mr. Strausberg's
employment is terminated (either by him or the employer) within one year
thereafter, Mr. Strausberg will receive a severance benefit equal to the product
of 2.99 times the sum of (1) his then applicable annual base salary and (2) the
average of his last two annual cash bonuses. Additionally, the agreement
contains non-compete and non-solicitation provisions effective during the term
of his employment and for one year thereafter.

We have entered into a two-year employment agreement dated April 23, 1999
with Tom Vos to serve as President and Chief Operating Officer. The agreement
extended automatically in April 2001 for an additional year. The agreement
provides Mr. Vos with an annual salary of $125,000 and an annual bonus at the
discretion of the Board. Mr. Vos will also receive a severance payment equal to
two times the sum of (x) his then applicable base salary and (y) the average of
his the last two annual cash bonuses in the event there is a change of control
(as defined in the agreement) and Mr. Vos' employment is terminated (either by
him or the employer) within one year thereafter. Additionally, the agreement
contains a non-compete and non-solicitation provision effective during the term
of his employment and for one year thereafter.

We have entered into a three-year amended and restated employment agreement
dated May 3, 1999 with Greg Adams to serve as Chief Financial Officer. The
agreement extends automatically for an additional year at the end of the initial
term and each anniversary thereafter unless 30-day prior notice of termination
is provided by either Mr. Adams or EDGAR Online. The agreement provides Mr.
Adams with (1) an annual salary of $125,000, (2) an annual

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bonus at the discretion of the Board, and (3) a $500 monthly car allowance. Mr.
Adams also received options to purchase (a) 109,000 shares of common stock at an
exercise price of $4.50 per share, which will vest 25% in year one and 75% in
year two and (b) 16,000 shares of common stock at the initial public offering
price per share, which will vest equally over a three-year period. In addition,
the agreement contains a severance arrangement whereby Mr. Adams is entitled to
receive a payment in the event he is terminated without cause of eighteen months
salary if the termination occurs at anytime following the eighteenth month of
his employment. Additionally, the agreement contains a non-compete and
non-solicitation provision effective during the term of his employment and for
one year thereafter.

We entered into a two-year employment agreement dated as of October 1, 2000
with Albert E. Girod. The agreement extends automatically for an additional year
at the end of the initial term and each anniversary thereafter unless 30-day
prior notice of termination is provided by either Mr. Girod or EDGAR Online. The
agreement provides for an annual salary of $150,000, and an annual bonus at the
discretion of the Board. In the event there is a change of control (as defined
in the agreement) and Mr. Girod's employment is terminated (either by him or the
employer) within one year thereafter, Mr. Girod will receive a severance benefit
equal to the product of 2.00 times the sum of (1) his then applicable annual
base salary and (2) the average of his last two annual cash bonuses.
Additionally, the agreement contains non-compete and non-solicitation provisions
effective during the term of his employment and for one year thereafter.

We entered into a three-year employment agreement dated April 30, 2001 with
Jay Sears. The agreement extends automatically for an additional year at the end
of the initial term and each anniversary thereafter unless 30-day prior notice
of termination is provided by either Mr. Sears or EDGAR Online. The agreement
provides Mr. Sears with an annual salary of $135,000 and an annual bonus at the
discretion of the Board. The agreement also contains severance provisions in the
event of a change of control (as defined in the agreement) or if Mr. Sears is
terminated for other than cause of 1.5 times the sum of (1) his then applicable
annual base salary and (2) the average of his last two annual cash bonuses.
Additionally, the agreement contains non-compete and non-solicitation provisions
effective during the term of his employment and for one year thereafter.

Compensation Committee Report On Executive Compensation

Scope of the Committee's Work

The Compensation Committee of the Board of Directors is composed
entirely of independent outside directors, Messrs. Bezpa, Chopin and Maged. The
Compensation Committee believes that the compensation programs for the Company's
executive officers should reflect the Company's performance and the value
created for the Company's stockholders. In addition, the compensation programs
should support the short-term and long-term strategic goals and values of the
Company and should reward individual contribution to the Company's success. It
is the opinion of the Compensation Committee that the executive compensation
policies and plans provide the necessary total remuneration program to properly
align the Company's performance with the interests of the Company's stockholders
through the use of competitive and equitable executive compensation in a
balanced and reasonable manner, for both the short and long-term.

Executive Compensation Philosophy and Policies

EDGAR Online's overall compensation philosophy is to provide a total
compensation package that is competitive and enables EDGAR Online to attract,
motivate, reward and retain key executives and other employees who have the
skills and experience necessary to promote the short and long-term financial
performance and growth of the company.

The Compensation Committee recognizes the critical role of its executive
officers in the significant growth and success of the Company to date and its
future prospects. Accordingly, EDGAR Online's executive compensation policies
are designed to (1) align the interests of executive officers and stockholders
by encouraging stock ownership by executive officers and by making a significant
portion of executive compensation dependent upon the Company's financial
performance; (2) provide compensation that will attract and retain talented
professionals, (3) reward individual results through base salary, annual cash
bonuses, long-term incentive compensation in the form of stock options and
various other benefits; and (4) manage compensation based on skill, knowledge,
effort and responsibility needed to perform a particular job successfully.

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In establishing salary, bonuses and long-term incentive compensation for
its executive officers, the Compensation Committee takes into account both the
position and expertise of a particular executive, as well as the Committee's
understanding of the competitive compensation for similarly situated executives
in the Company's industry.

Executive Compensation

Base Salary. Salaries for executive officers for 2000 were generally
determined by the Board of Directors on an individual basis at the time of the
hiring. The majority of EDGAR Online's executives were hired prior to the
formation of the Compensation Committee. For 2001, the Compensation Committee
will review the base salaries of the executive officers by evaluating each
executive's scope of responsibility, performance, prior experience and salary
history, as well as the salaries for similar positions at comparable companies.

Bonus. Until the formation of the Compensation Committee, EDGAR Online had
no formal bonus plan. The amount of cash bonuses paid to executives in 2000 was
partially based upon the financial results of EDGAR Online and the Compensation
Committee. A total of $105,000 was recommended by the Compensation Committee,
approved by the Board and paid to named executives of the Company.

Long-Term Incentive Awards

The Compensation Committee believes that equity-based compensation in the
form of stock options links the interests of executives with the long-term
interests of EDGAR Online's stockholders and encourages executives to remain in
EDGAR Online's employ. The Company grants stock options in accordance with its
various stock option plans. Grants are awarded based on a number of factors,
including the individual's level of responsibility, the amount and term of
options already held by the individual, the individual's contributions to the
achievement of EDGAR Online's financial and strategic objectives and industry
practices and norms.

Compensation of the Chief Executive Officer

Ms. Strausberg, who has served as EDGAR Online's Chief Executive Officer
and Secretary since its formation in November 1995, was paid a base salary of
$150,000 for the year ended December 31, 2000 and was paid $20,000 as a bonus.

In May 1999, the Company entered into an Employment Agreement with Ms.
Strausberg pursuant to which she serves as Chief Executive Officer of the
Company. Ms. Strausberg's salary and other compensation and the terms of her
employment agreement have been established by reference to the salaries and
equity participations of other chief executive officers of companies in EDGAR
Online's industry and in recognition of Ms. Strausberg's unique skills and
importance to EDGAR Online.

Internal Revenue Code Section 162(m)Limitation

Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to publicly held companies for compensation exceeding
$1 million paid to certain of the Company's executive officers. The limitation
applies only to compensation that is not considered to be performance-based. The
non-performance based compensation paid to EDGAR Online's executive officers in
2000 did not exceed the $1 million limit per officer. EDGAR Online's Stock
Option Plans are structured so that any compensation deemed paid to an executive
officer in connection with the exercise of option grants made under that plan
will qualify as performance-based compensation which will not be subject to the
$1 million limitation. The Compensation Committee currently intends to limit the
dollar amount of all other compensation payable to the Company's executive
officers to no more than $1 million. The Compensation Committee is aware of the
limitations imposed by Section 162(m), and the exemptions available therefrom,
and will address the issue of deductibility when and if circumstances warrant.

Submitted by the Compensation Committee:

Bruce Bezpa
Stefan Chopin
Mark Maged

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PROPOSAL NO. TWO

APPROVAL AND RATIFICATION OF AMENDMENT TO THE 1999 STOCK OPTION PLAN

The Company's stockholders are being asked to approve an amendment to the
Company's 1999 Stock Option Plan (the "1999 Plan"). The proposed amendment to
the 1999 Plan will increase the number of shares reserved for issuance under the
1999 Stock Option Plan by 500,000 shares to 1,900,000 shares.

The 1999 Plan, which provided for the granting of options to purchase up to
an aggregate of 800,000 shares of our authorized but unissued common stock
(subject to adjustment in certain cases, including stock splits,
recapitalization and reorganizations) to our officers, directors, employees and
consultants, was adopted in March 1999 and amended to increase the number of
shares reserved for issuance under the Plan from 800,000 shares to 1,400,000
shares at the Annual Stockholders Meeting held on August 1, 2000. The proposed
amendment to the 1999 Plan provides that the number of shares reserved for
issuance will be increased by 500,000 shares to a total reserve of 1,900,000
shares.

The 1999 Plan is intended to enhance the Company's ability to provide
individuals with awards and incentives commensurate with their contributions and
compete with those offered by other employers, and to increase stockholder value
by further aligning the interests of these individuals with the interests of the
Company's stockholders by providing an opportunity to benefit from stock price
appreciation that generally accompanies improved financial performance. The
Company believes that this amendment to increase the number of shares of Common
Stock authorized for issuance under the 1999 Plan is necessary to ensure that a
sufficient reserve of Common Stock is available under the 1999 Plan. The Board
believes that the Company's long term success is dependent upon the ability of
the Company to attract and retain highly qualified individuals who, by virtue of
their ability and qualifications, make important contributions to the Company.

The affirmative vote of a majority of the shares present in person or by
proxy at the Annual Meeting and entitled to vote is required for adoption of
Proposal No. 2.

The following summary of the 1999 Plan, including the proposed amendment, is
subject in its entirety to the specific language of the 1999 Plan, a copy of
which is available to any stockholder upon request.

ADMINISTRATION OF THE 1999 PLAN

The Board of Directors currently has full power and authority to implement,
interpret and administer the 1999 Plan, to establish rules and regulations that
it deems appropriate and to make such determinations under the 1999 Plan and any
outstanding Option grants or share issuances as it deems necessary or advisable.
Decisions of the Board of Directors are final and binding on all parties who
have an interest in the 1999 Plan or any outstanding Option or share issuance.

OPTION GRANTS

The Board of Directors, with the assistance of the Compensation Committee,
grants Options pursuant to the 1999 Plan. Such Options are evidenced by
agreements in such form as the Board of Directors shall approve. All Options
granted under the 1999 Plan are clearly identified in the agreement evidencing
such Options as either Incentive Options or as Non-Statutory Options or a
combination of both.

AMENDMENT OF THE 1999 PLAN

In general, the Board of Directors has complete and exclusive power and
authority to amend or modify the 1999 Plan in any or all respects whatsoever.
Notwithstanding the foregoing, the Board shall not, without the approval of
EDGAR Online's stockholders, amend the 1999 Plan so as to (i) increase the
maximum number of shares issuable under the 1999 Plan, (ii) materially increase
the benefits accruing to individuals who participate in the 1999 Plan, or (iii)
materially modify the eligibility requirements for participation in the 1999
Plan. The Board may amend the Plan, subject to the limitations cited above, in
such manner as it deems necessary to permit the granting of Options meeting the
requirements of future amendments or issued regulations, if any, to the Internal
Revenue Code or to the Exchange Act of 1934, as amended.

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TERMINATION OF SERVICE

If an optionee ceases to remain in service for any reason other than death
or permanent disability then the period during which each outstanding Option
held by an optionee, to the extent otherwise exercisable, remains exercisable
will be limited to a three-month period following the date of cessation of
service. If an optionee dies or is permanently disabled, the exercisable period
for otherwise exercisable Options is limited to twelve months following the
later of the date of the optionee's cessation of service or death. The Board has
power and authority to extend such time either at the time the Option is granted
or at any time while the Option remains outstanding as it deems appropriate
under the circumstances.

INCENTIVE OPTIONS

The exercise price of an Incentive Option shall be the Fair Market Value of
a share of Common Stock as defined in the 1999 Plan. Incentive Options will not
be granted to any individual if, at the time of the proposed grant, the
individual owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any of its "subsidiary
corporations" (within the meaning of section 424 of the Code), unless (I) the
exercise price of such Incentive Option is at least 110% of the fair market
value of a share of the Company's stock at the time such Incentive Option is
granted and (II) such Incentive Option is not exercisable after the expiration
of five years from the date such Incentive Option is granted. The individual
receiving an Incentive Option must be an employee of the Corporation. There will
be no grants after 10 years from the date the Plan is adopted or the date the
plan is approved by the stockholders, whichever is earlier. An Incentive Option
is not transferable other than by will or the laws of descent and distribution.
It is only exercisable during the optionee's lifetime by the optionee.

FEDERAL INCOME TAX CONSEQUENCES

Options granted under the 1999 Plan may either be incentive stock options
that satisfy the requirements of section 422 of the Code or non-statutory
options, which are not intended to meet such requirements. The federal income
tax treatment of the two types of options differs as follows:

Incentive Options. No taxable income is recognized by the optionee at the
time of the Option grant, and no taxable income is generally recognized at the
time the Option is exercised. The optionee will, however, recognize taxable
income in the year in which the purchased shares are sold or otherwise made
subject of a taxable disposition. For federal tax purposes dispositions are
divided into two categories: (i) qualifying and (ii) disqualifying. A qualifying
disposition occurs if the sale or other disposition is made after the optionee
has held the shares for more than two years after the Option grant date and more
than one year after the exercise date. If either of these two holding periods is
not satisfied, then a disqualifying disposition will result.

Upon a qualifying disposition, the optionee will recognize long-term capital
gain in an amount equal to the excess of (i) the amount realized upon the sale
or other disposition of the purchased shares or (ii) the exercise price paid for
the shares. If there is a disqualifying disposition of the shares, then the
excess of (i) the fair market value of those shares on the exercise date over
(ii) the exercise price paid for the shares will be taxable as ordinary income
to the optionee. Any additional gain or loss recognized upon the disposition
will be recognized as a capital gain or loss by the optionee.

If the optionee makes a disqualifying disposition of the purchased shares,
then the Company will be entitled to an income tax deduction, for the taxable
year in which such disposition occurs, equal to the excess of (i) the fair
market value of such shares on the option exercise date over (ii) the exercise
price paid for the shares. If the optionee makes a qualifying disposition, the
Company will not be entitled to any income tax deduction.

Non-Statutory Options. No taxable income is recognized by an optionee upon
the grant of a non-statutory option. The optionee will in general recognize
ordinary income, in the year in which the option is exercised, equal to the
excess of the fair market value of the purchased shares on the exercise date
over the exercise price paid for the shares and the optionee will be required to
satisfy the tax withholding requirements applicable to such income.

If the shares acquired upon exercise of the non-statutory option are
unvested and subject to repurchase by the Company in the event of the optionee's
termination of service prior to vesting in those shares, then the optionee will
not recognize any taxable income at the time of exercise but will have to report
as ordinary income, as and when the Company's repurchase right lapses, an amount
equal to the excess of (i) the fair market value of the shares on the

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date the repurchase right lapses over (ii) the exercise price paid for the
shares. The optionee may, however, elect under Section 83(b) of the Code to
include as ordinary income in the year of exercise of the Option an amount equal
to the excess of (i) the fair market value of the purchases shares on the
exercise date over (ii) the exercise price paid for such shares. If the Section
83(b) election is made, the optionee will not recognize any additional income as
and when the repurchase rights lapses.

The Company will be entitled to an income tax deduction equal to the amount
of ordinary income recognized by the optionee with respect to the exercised
non-statutory Option. The deduction will in general be allowed for the taxable
year of the Company in which such ordinary income is recognized by the optionee.

OTHER TERMS

The Board has the authority to accelerate the vesting schedule of, release
from restrictions on transfer of and terminate repurchase or forfeiture rights
with respect to any outstanding award. The Board also may require each person to
whom any shares are issued under the Plan to enter into an agreement which
restricts or prohibits the sale of any stock of the Company by such person for a
reasonable period of time following a public offering of any shares of stock by
the Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO THE
1999 STOCK OPTION PLAN

PROPOSAL NO. THREE

RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed the firm of KPMG LLP, independent
public accountants for the Company during the 2000 Fiscal Year, to serve in the
same capacity for the year ending December 31, 2001, and is asking the
stockholders to ratify this appointment. The affirmative vote of a majority of
the shares represented and voting at the Annual Meeting is required to ratify
the selection of KPMG LLP.

In the event the stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the selection is ratified, the
Board of Directors in its discretion may direct the appointment of a different
independent accounting firm at any time during the year if the Board of
Directors believes that such a change would be in the best interests of the
Company and its stockholders.

A representative of KPMG LLP is expected to be present at the Annual
Meeting, will have the opportunity to make a statement if he or she desires to
do so, and will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION
OF KPMG LLP TO SERVE AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2001.

OTHER MATTERS

The Company knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters properly come before
the Annual Meeting, it is the intention of the persons named in the enclosed
form of Proxy to vote the shares they represent as the Board of Directors may
recommend. Discretionary authority with respect to such other matters is granted
by the execution of the enclosed Proxy.

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND
MANAGEMENT

The following table sets forth certain information known to the Company with
respect to the beneficial ownership of the Company's Common Stock as of June 12,
2001 by (i) all persons who are beneficial owners of five percent (5%) or more
of the Company's Common Stock, (ii) each director and nominee for director,
(iii) the executive officers named in the Summary Compensation Table of the
Executive Compensation section of this Proxy Statement and (iv) all current
directors and executive officers as a group. Unless otherwise indicated, each of
the stockholders has sole voting and investment power with respect to the shares
beneficially owned, subject to

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community property laws, where applicable. Unless otherwise indicated, the
address for those listed below is c/o EDGAR Online, Inc., 50 Washington Street,
Norwalk, Connecticut 06854.

SHARES BENEFICIALLY OWNED (1)

NAME OF BENEFICIAL OWNER NUMBER PERCENT

Executive Officers and
Directors:

Susan Strausberg(2) 3,086,760 20.67%

Marc Strausberg(3) 3,086,760 20.67%

Tom Vos(4) 438,333 2.88%

Greg Adams(5) 216,124 1.44%

Albert E. Girod 2,082,500 13.97%

Jay Sears(6) 106,668 *

Stefan Chopin(7)(8) 301,884 2.02%
c/o iXL Enterprises, Inc.
79 Fifth Avenue
New York, NY 10002

Bruce Bezpa(8) 14,881 *
405 Patton Avenue
Piscataway, NJ 08854

Mark Maged(8) 31,810 *
142 Old Mill Road
Greenwich, CT 06831

Marc Bell(9) 701,242 4.70%
c/o Globix Corporation
295 Lafayette Street
New York, NY 10012

All executive officers and directors 6,980,202 44.99%
as a group (10 persons)

Other 5% Stockholders:

Globix Corporation 701,242 4.70%
295 Lafayette Street
New York, NY 10012

Bowne & Co., Inc. 1,000,000 6.71%
345 Hudson Street
New York, NY 10014

Par Investment Partners, L.P. 934,000(10) 6.26%
One Financial Center,
Suite 1600
Boston, MA 02111

Hathaway & Associates, Ltd. 819,500(11) 5.50%
119 Rowayton Avenue
Rowayton, CT 06853

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* Less than 1%.

(1)Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC"). In computing the number
shares beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options or warrants held by that
person that are exercisable within 60 days of June 12, 2001 are deemed
outstanding. Such shares, however, are not deemed outstanding for purposes of
computing the ownership of any other person. To the Company's knowledge,
except as indicated in the footnotes to this table and pursuant to applicable
community property laws, the stockholder named in the table has sole voting
and investment power with respect to the shares set forth opposite such
stockholder's name.

(2)Includes 11,667 shares subject to options exercisable within 60 days of June
12, 2001, along with 156,000 shares and 11,667 shares subject to options
exercisable within 60 days of June 12, 2001 owned by Ms. Strausberg's
husband, Marc Strausberg, EDGAR Online's Chairman of the Board and 2,751,426
shares owned by TheBean LLC. Ms. Strausberg is a managing member of TheBean
LLC and as such she may be deemed to be the beneficial owner of all the
shares held by TheBean LLC. Ms. Strausberg disclaims beneficial ownership of
the shares owned by her husband.

(3)Includes 11,667 shares subject to options exercisable within 60 days of June
12, 2001, along with 156,000 shares and 11,667 shares subject to options
exercisable within 60 days of June 12, 2001 owned by Mr. Strausberg's wife,
Susan Strausberg, EDGAR Online's Chief Executive Officer and 2,751,426 shares
owned by TheBean LLC. Mr. Strausberg is a managing member of TheBean LLC and
as such he may be deemed to be the beneficial owner of all the shares held by
TheBean LLC. Mr. Strausberg disclaims beneficial ownership of the shares
owned by his wife.

(4)Includes 298,333 shares subject to options exercisable within 60 days of
June 12, 2001.

(5)Includes 150,409 shares subject to options exercisable within 60 days of
June 12, 2001.

(6)Includes 106,668 shares subject to options exercisable within 60 days of
June 12, 2001.

(7)Includes shares owned jointly with Barbara Chopin, his wife.

(8)Includes 9,167 shares subject to options exercisable within 60 days of June
12, 2001.

(9)Includes 701,242 shares owned by Globix Corporation. Mr. Bell is the
President and Chief Executive Officer of Globix Corporation. In such
capacities, Mr. Bell may be deemed to be the beneficial owner of such
shares, although he disclaims beneficial ownership except to the extent of
his pecuniary interest, if any. Mr. Bell resigned from the Board of
Directors on October 27, 2000.

(10) Reflects amount derived from this entity's Schedule 13G filed with the SEC
on February 14, 2001 and subsequent communication with such entity.

(11) Reflects amount derived from this entity's Schedule 13G filed with the SEC
on January 5, 2001 and subsequent communication with such entity.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Employee Loans

In January 2001, we loaned the sum of $400,000 to certain executives,
employees and outside directors of the Company for the purpose of purchasing
shares of our common stock from TheBean LLC, an entity in which Susan
Strausberg, our Chief Executive Officer and Marc Strausberg, our Chairman of the
Board are beneficial owners. The common stock was purchased at a price of $1.75
per share, the closing Nasdaq market price on the date of sale. The loan was
evidenced by separate loan and pledge agreements with, and three-year promissory
notes of, each of the borrowers. The promissory notes are full recourse and
secured by the common stock purchased with the proceeds of the individual loans.
The executive officers and outside directors participating in this transaction
were Tom Vos ($175,000 Note and 100,000 shares), Greg Adams ($115,001 Note and
65,715 shares), Bruce Bezpa ($10,001 Note

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and 5,715 shares) and Mark Maged ($30,000 Note and 17,143 shares).

Globix Corporation

For information regarding our relationship with Globix, see "Compensation
Committee Interlocks and Insider Participation."

Pequot Systems (iXL)

For information regarding our relationship with iXL, see "Compensation Committee
Interlocks and Insider Participation."

Susan Strausberg And Marc Strausberg

From time to time, we have received cash loans from and have made cash advances
to Susan Strausberg and Marc Strausberg, our founders. These loans bear interest
at the prime rate applied to the net outstanding balance. The net amounts owed
to EDGAR Online as of December 31, 2000 and 1999 were $269,206 and $0
respectively. These amounts were repaid in the first quarter of 2001.

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STOCK PERFORMANCE GRAPH

The following graph compares, for the periods indicated below, a
comparison of cumulative total stockholder returns for the Company, the
Russell 2000 Index and a composite of the following peer group companies:
Hoovers, Inc., MarketWatch, Inc., Multex Inc. and TheStreet.com, Inc.

Performance Graph

Cumulative Total Return

EDGAR 5/26/99 6/99 9/99 12/99 3/00 6/00 9/00 12/00 3/01 5/01
ONLINE,INC. 100.00 84.21 78.29 77.63 102.63 34.87 50.00 16.78 13.68 34.74

RUSSELL 2000 100.00 105.33 98.67 116.87 125.15 120.42 121.75 113.34 105.97 117.07

PEER GROUP 100.00 108.06 64.83 86.11 75.75 47.78 31.25 20.19 22.85 22.93

Notes:

(1) The graph covers the twenty four month period commencing May 26, 1999, the
effective date of the Company's initial public offering of shares of its Common
Stock, to May 31, 2001.

(2) The graph assumes that $100 was invested in Common Stock of the Company on
May 26, 1999, and in each index or composite, and that all dividends were
reinvested. No cash dividends have been declared on the Company's Common Stock.

(3) Stockholder returns over the indicated period should not be considered
indicative of future stockholder returns.

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Notwithstanding anything to the contrary set forth in any of the Company's
previous filings made under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings made by the Company under those statutes, the preceding Stock
Performance Graph is not to be incorporated by reference into any such prior
filings, nor shall such graph be incorporated by reference into any future
filings made by the Company under those statutes.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The members of the Board of Directors, the executive officers of the
Company and persons who hold more than 10% of the Company's outstanding Common
Stock are subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934 which require them to file reports with respect
to their ownership of the Common Stock and their transactions in such Common
Stock. Section 16(a) of the Exchange Act generally requires the Company's
executive officers and directors, and persons who own more than ten percent of
the Company's Common Stock, to file reports of beneficial ownership and changes
in beneficial ownership with the SEC. The Company became subject to the
requirements of Section 16(a) on May 26, 1999. There was one reporting violation
with respect to the 2000 fiscal year which has come to the Company's attention.
Stefan Chopin is the only reporting person to have made a late filing under
Section 16(a). Mr. Chopin filed a Form 4 on October 10, 2000, to report five
sale transactions relating to the Company's Common Stock that were consummated
in August 2000. These transactions were required to be reported on a Form 4 by
September 10, 2000. This statement is based solely on a review of the copies of
such reports furnished to the Company by its officers, directors and security
holders and their written representations that such reports accurately reflect
all reportable transactions and holdings.

FORM 10-K

The Company filed an Annual Report on Form 10-K with the Securities and
Exchange Commission on March 30, 2001. A copy of this report is included with
these materials.

By Order of the Board of Directors

/s/ Susan Strausberg
Susan Strausberg
Chief Executive Officer and
Secretary

Dated: June 29, 2001

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EDGAR ONLINE AUDIT COMMITTEE CHARTER

ORGANIZATION

This charter governs the operation of the audit committee. The committee shall
review and reassess the charter at least annually and obtain the approval of the
board of directors. The committee shall be appointed by the board of directors
and shall comprise at least three directors, each of whom are independent of
management and the Company. Members of the committee shall be considered
independent if they have no relationship that may interfere with the exercise of
their independence from management and the Company. All committee members shall
be financially literate and at least one member shall have accounting or related
financial management expertise.

STATEMENT OF POLICY

The audit committee shall provide assistance to the board of directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit function, the
annual independent audit of the Company's financial statements, and the legal
compliance and ethics programs as established by management and the board. In so
doing, it is the responsibility of the committee to maintain free and open
communication between the committee, independent auditors, the internal auditors
and management of the Company. In discharging its oversight role, the committee
is empowered to investigate any matter brought to its attention with full access
to all books, records, facilities, and personnel of the Company and the power to
retain outside counsel, or other experts for this purpose.

RESPONSIBILITIES AND PROCESSES

The primary responsibility of the audit committee is to oversee the Company's
financial reporting process on behalf of the board and report the results of
their activities to the board. Management is responsible for preparing the
Company's financial statements, and the independent auditors are responsible for
auditing those financial statements. The committee in carrying out its
responsibilities believes its policies and procedures should remain flexible, in
order to best react to changing conditions and circumstances. The committee
should take the appropriate actions to set the overall corporate "tone" for
quality financial reporting, sound business risk practices, and ethical
behavior.

The following shall be the principal processes of the audit committee in
carrying out its oversight responsibilities.

- - The committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately accountable
to the board and the audit committee, as representatives of the Company's
shareholders. The committee shall have the ultimate authority and
responsibility to evaluate and, where appropriate, replace the independent
auditors. The committee shall discuss with the auditors their independence
from management and the Company and the matters included in the written
disclosures required by the Independence Standards Board. Annually, the
committee shall review and recommend to the board the selection of the
Company's independent auditors, subject to shareholders' approval.

- - The committee shall discuss with the independent auditors the overall scope
and plans for their respective audits including the adequacy of staffing and
compensation. Also, the committee shall discuss with management and the
independent auditors the adequacy and effectiveness of the accounting and
financial controls, including the Company's system to monitor and manage
business risk, and legal and ethical compliance programs. Further, the
committee shall meet separately with the independent auditors, with and
without management present, to discuss the results of their examinations.

- - The committee shall review the interim financial statements with management
and the independent auditors prior to the filing of the Company's Quarterly
Report on Form 10-Q. Also, the committee shall discuss the results of the
quarterly review and any other matters required to be communicated to the
committee by the independent auditors under generally accepted auditing
standards. The chair of the committee may represent the entire committee for
the purposes of this review.

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- - The committee shall review with management and the independent auditors the
financial statements to be included in the Company's Annual Report on Form
10-K (or the annual report to shareholders if distributed prior to the filing
of Form 10-K), including their judgment about the quality, not just
acceptability, of accounting principles, the reasonableness of significant
judgments, and the clarity of the disclosures in the financial statements.
Also, the committee shall discuss the results of the annual audit and any
other matters required to be communicated to the committee by the independent
auditors under generally accepted auditing standards.

* Note that the entire audit committee will conduct these reviews, however, the
chair of the audit committee may represent the entire committee in order to
facilitate conducting these reviews on a timely basis.

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EDGAR ONLINE, INC.
PROXY

Annual Meeting of Stockholders, August 1, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EDGAR
ONLINE, INC.

The undersigned revokes all previous proxies, acknowledges receipt of the
Notice of the Annual Meeting of Stockholders to be held August 1, 2001 and the
Proxy Statement and appoints Susan Strausberg, Chief Executive Officer, and Tom
Vos, President, and each of them, the Proxy of the undersigned, with full power
of substitution, to vote all shares of Common Stock of EDGAR Online, Inc. (the
"Company") which the undersigned is entitled to vote, either on his or her own
behalf or on behalf of any entity or entities, at the Annual Meeting of
Stockholders of the Company to be held at the Company's offices, 50 Washington
Street, Norwalk, Connecticut 06854 on Tuesday August 1, 2001 at 10:00 a.m. local
time (the "Annual Meeting"), and at any adjournment or postponement thereof,
with the same force and effect as the undersigned might or could do if
personally present thereat. The shares represented by this Proxy shall be voted
in the manner set forth on the reverse side of this proxy.

1. To elect seven directors to serve for a one-year term ending in
the year 2002 or until each of their successors are duly elected and
qualified;

Bruce Bezpa [_] FOR all nominees listed at left [_] WITHHOLD AUTHORITY
Stefan Chopin (except as written below to the contrary) TO VOTE for all nominees listed
Albert E. Girod at left
Mark Maged
Marc Strausberg
Susan Strausberg
Tom Vos

________________________________________________________
Instruction: To withhold authority to vote for an
individual nominee, write the nominee's name in the
space provided above.

2. |_| FOR |_|AGAINST |_|ABSTAIN To approve and ratify an amendment to the
1999 Stock Option Plan to increase the number or shares reserved for
issuance under the 1999 Stock Option Plan by 500,000 shares to 1,900,000.

3. |_| FOR |_|AGAINST |_|ABSTAIN To ratify the appointment of KPMG LLP as
independent public accountants of the Company for the fiscal year ending
December 31, 2001.

4. |_| FOR |_|AGAINST |_|ABSTAIN In accordance with the discretion of the
proxy holders, to act upon all matters incident to the conduct of the
meeting and upon other matters as may properly come before the meeting.

The Board of Directors recommends a vote IN FAVOR OF the directors listed
above, a vote IN FAVOR OF the proposal to approve and ratify an amendment
to the 1999 Stock Option Plan, and a vote IN FAVOR OF the proposal to
ratify the appointment of KPMG LLP as independent public accountants. This
Proxy, when properly executed, will be voted as specified above. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF THE ELECTION
OF THE DIRECTORS LISTED ABOVE, TO APPROVE AND RATIFY AN AMENDMENT TO THE
1999 STOCK OPTION PLAN AS SET FORTH ABOVE, TO RATIFY THE APPOINTMENT OF
KPMG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS, AND IN
ACCORDANCE WITH THE DISCRETION OF THE PROXIES OR PROXY WITH RESPECT TO ANY
OTHER MATTERS THAT COME BEFORE THE ANNUAL MEETING.

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PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY IN THE ENVELOPE PROVIDED FOR
THIS PURPOSE.

Please print the name(s) appearing
on each share certificate(s) over
which you have voting authority:________________________________________________

Please sign your name:
_______________________ _________________________ ______
Signature(s) Signature if held jointly Date