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SEC FORM 3 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*
Riley David
(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)
06/09/2006 		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)
Interim CFO and Treasurer
 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)
Common Stock 36,196(1) D
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 June 28, 2002 (2) 06/27/2009 Common Stock 2,376 0.48 D
Stock Option (right to buy) granted on September 2, 2003 (3) 09/01/2010 Common Stock 57,500 1.59 D
Stock Option (right to buy) granted on August 2, 2004 (4) 08/01/2011 Common Stock 70,000 1.39 D
Stock Option (right to buy) granted on November 1, 2005 (5) 10/31/2012 Common Stock 70,000 1.57 D
Explanation of Responses:
1. 30,918 shares are restricted stock. Restrictions lapse as to 9,583 shares on 9/2/2006; restrictions lapse as to 10,669 shares on 8/2/2006; and restrictions lapse as to 10,666 shares on 8/2/07. There are no restrictions with respect to the remaining 5,278 shares.
2. The option is vested and exerciseable with respect to 1,583 shares and the remaining shares vest and become exerciseable on 6/28/2006.
3. The option is vested and exerciseable with respect to 39,530 shares and the remaining shares vest and become exerciseable in equal monthly installments until fully vested on the fourth anniversary of the grant date.
4. The option is vested and exerciseable with respect to 32,083 shares and the remaining shares vest and become exerciseable in equal monthly installments until fully vested on the fourth anniversary of the grant date.
5. The 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 thereafter.
/s/ Thomas B. Rosedale (Pursuant to Power of Attorney) 06/14/2006
** 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.
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CMGI, INC.

LIMITED POWER OF ATTORNEY


	This statement confirms that the undersigned has
authorized and designated each of Peter L. Gray, Veronica
Zorrilla and Thomas B. Rosedale his attorneys-in-fact to
(i) prepare, execute and file on behalf of the undersigned Form
ID or any other necessary documents or forms in order to obtain
access codes (including, without limitation, CIK and CCC 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 the requirements of 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: May 25, 2006		 			/s/ David Riley
							-----------------
							David Riley