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* Westerbos Rudolph J (Last) (First) (Middle) C/O CMGI, INC. 1100 WINTER STREET, SUITE 4600 (Street) WALTHAM MA 02451 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/02/2004	3. Issuer Name and Ticker or Trading Symbol CMGI INC [ CMGI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Pres. of the Europe Ops.	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)

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
Stock Option (right to buy) granted 7/12/2002	07/12/2003(1)	07/12/2009	Common Stock	50,000	0.47	D
Stock Option (right to buy) granted 9/2/2003	09/02/2004(2)	09/01/2010	Common Stock	75,000	1.59	D

Explanation of Responses:

1. Option vested and became exercisable as to 25% on the first anniversary of the date of grant and the remainder in 36 equal monthly installments.

2. Option vests and becomes exercisable as to 25% on the first anniversary of the date of grant and the remainder in 36 equal monthly installments.

	Thomas B. Rosedale (pursuant to Power of Attorney)	08/03/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

CMGI, INC.

LIMITED POWER OF ATTORNEY


	This statement confirms that the undersigned has authorized and
designated Peter L. Gray, Kevin P. Lanouette and Thomas B. Rosedale his
attorneys-in-fact to (i) prepare, execute and file on behalf of the
undersigned Form ID in order to obtain access codes for the undersigned
to permit filing on EDGAR, and (ii) prepare, execute and file on behalf
of the undersigned all Forms 3, 4 and 5 (including any amendments thereto)
that the undersigned may be required to file with the U.S. Securities and
Exchange Commission as a result of the undersigned's ownership of or
transactions in securities of CMGI, Inc.  The authority of such attorneys
under this Power of Attorney shall continue until the undersigned is no
longer required to file Forms 3, 4 and 5 with regard to the undersigned's
ownership of or transactions in securities of CMGI, Inc., unless earlier
revoked in writing.  The undersigned acknowledges that such attorneys are
not assuming any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934, as amended, or any of
the undersigned's liabilities for failure to comply with such requirements.


Date: July 22, 2004			/s/ Rudolph J. Westerbos
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				Rudolph J. Westerbos