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* Erdekian Vahram (Last) (First) (Middle) 928 WEST CLIFF DRIVE (Street) WESTPORT CT 06880 (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 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)

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 on March 20, 2000	(1)	11/02/2004	Common Stock	17,980	4.9	D
Stock Option (right to buy) granted on March 20, 2000	(1)	11/02/2004	Common Stock	17,980	4.9	D
Stock Option (right to buy) granted on March 20, 2000	(1)	11/02/2004	Common Stock	8,990	4.9	D
Stock Option (right to buy) granted on April 27, 2001	(1)	11/02/2004	Common Stock	17,869	3.68	D
Stock Option (right to buy) granted on April 27, 2001	(1)	11/02/2004	Common Stock	17,869	3.68	D
Stock Option (right to buy) granted on April 27, 2001	(1)	11/02/2004	Common Stock	8,934	3.68	D
Stock Option (right to buy) granted on Oct. 29, 2001	(1)	11/02/2004	Common Stock	17,869	0.56	D
Stock Option (right to buy) granted on Oct. 29, 2001	(1)	11/02/2004	Common Stock	17,869	0.56	D
Stock Option (right to buy) granted on Oct. 29, 2001	(1)	11/02/2004	Common Stock	8,934	0.56	D
Stock Option (right to buy) granted on Nov. 5, 2002	(1)	11/02/2004	Common Stock	17,869	0.45	D
Stock Option (right to buy) granted on Nov. 5, 2002	(1)	11/02/2004	Common Stock	17,869	0.45	D
Stock Option (right to buy) granted on Nov. 5, 2002	(1)	11/02/2004	Common Stock	8,934	0.45	D

Explanation of Responses:

1. This option is fully vested and exercisable. This option was granted in substitution for, and in replacement of, an option with substantially similar terms previously granted by Modus Media, Inc. to the reporting person. This option was granted by the issuer in connection with the issuer's acquisition of Modus Media, Inc., which closed on August 2, 2004.

Remarks:

The reporting person is a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock.

	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.
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LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

	Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of R. Scott Murray, Nicholas G. Nomicos, Kevin Lanouette
and Thomas Rosedale, signing singly and each acting individually, as the
undersigned's true and lawful attorney-in-fact with full power and authority as
hereinafter described to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as member of a group that is a 10% stockholder of CMGI, Inc. (the "Company"), Forms
3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act");
(2)	do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare,
complete and execute any amendment or amendments thereto, and timely deliver and file such
form with the United States Securities and Exchange Commission and any stock exchange
or similar authority;
(3)	seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information regarding transactions in the Company's securities from any third party,
including brokers, employee benefit plan administrators and trustees, and the undersigned
hereby authorizes any such person to release any such information to such
attorney-in-fact and approves and ratifies any such release of information; and
(4)	take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.
	The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney- in- fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving,
any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.
The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact
assume (i) any liability for the undersigned's responsibility to comply with the requirement of
the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.
	This Power of Attorney shall remain in full force and effect until the undersigned
is no longer required to file Forms 3, 4, and 5 in the undersigned's capacity as member of a
group that is a 10% stockholder of the Company with respect to the undersigned's holdings
of and transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this   day of  July, 2004.



					/s/  Vahram V. Erdekian
					-------------------------
					Vahram V. Erdekian