SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WETHERELL DAVID S (Last) (First) (Middle) C/O CMGI, INC. 425 MEDFORD STREET (Street) CHARLESTOWN MA 02129 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CMGI INC [ CMGI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman of the Board
	3. Date of Earliest Transaction (Month/Day/Year) 11/24/2003
	4. 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 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(1)	11/24/2003		M		4,611,776(2)(3)	A	(5)	10,350,566	D

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 Securities Underlying Derivative Security (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: 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) granted 11/9/93(1)	(5)	11/24/2003		M			4,611,776	(4)	11/30/2003	Common Stock	4,611,776	$0	0	D

Explanation of Responses:

1. All share amounts and prices in this report have been adjusted to reflect all stock splits effected prior to the date of filing.

2. Such shares were acquired by Mr. Wetherell pursuant to the exercise of a stock option originally granted to Mr. Wetherell on November 9, 1993.

3. Mr. Wetherell paid the aggregate exercise price for the shares in cash and, as of the date of this report, has not sold any of the shares acquired pursuant to such option exercise.

4. Pursuant to the terms of an Employment Agreement, dated as of November 9, 1993, by and between Mr. Wetherell and CMGI, Inc., to the extent not previously exercisable pursuant to the performance-based vesting provisions of the option, the option became exercisable in full on November 1, 2003, and will expire on November 30, 2003.

5. The per share exercise price of the stock option was $0.166875.

	/s/ Kevin P. Lanouette pursuant to POA	11/25/2003
	** 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 4 (b)(v).
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