SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

   INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A)AND
               AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)

                             (AMENDMENT NO. ______)

                    Under the Securities Exchange Act of 1934


                                   CMGI, Inc.
                    -----------------------------------------
                                (Name of Issuer)


                     Common Stock, par value $0.01 per share
                    -----------------------------------------
                         (Title of Class of Securities)


                                    125750109
                    -----------------------------------------
                                 (CUSIP Number)


                                 General Counsel
                           Compaq Computer Corporation
                             20555 State Highway 249
                                Houston, TX 77070
                                 (281) 370-0670
                    -----------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                    Copy to:

                             Louis A. Goodman, Esq.
                    Skadden, Arps, Slate, Meagher & Flom LLP
                                One Beacon Street
                                Boston, MA 02108
                                 (617) 573-4800


                                 August 18, 1999
                    -----------------------------------------
                          (Date of Event which Requires
                            Filing of this Statement)


If  the filing person has previously filed a statement on Schedule 13G to report
the  acquisition  that  is  the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[  ].


   CUSIP  125750109

     (1)  NAMES  OF  REPORTING  PERSONS
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

          Digital  Equipment  Corporation
     ---------------------------------------------------------------------
     (2)  CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP:
                                                           (a)  ( )
                                                           (b)  (x)
     ---------------------------------------------------------------------
     (3)  SEC  USE  ONLY

     ---------------------------------------------------------------------
     (4)  SOURCE  OF  FUNDS
            OO
     ---------------------------------------------------------------------
     (5)  CHECK  BOX  IF  DISCLOSURE  OF  LEGAL  PROCEEDINGS  IS  REQUIRED
          PURSUANT  TO  ITEMS  2(d)  or  2(e)                    (  )

     ---------------------------------------------------------------------
     (6)  CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
          Massachusetts
     ---------------------------------------------------------------------
                                     (7)  SOLE  VOTING  POWER
           NUMBER  OF                            -0-
            SHARES                ----------------------------------------
         BENEFICIALLY                (8)  SHARED  VOTING  POWER
           OWNED  BY                             18,994,975
          REPORTING               ----------------------------------------
           PERSON                    (9)  SOLE  DISPOSITIVE  POWER
            WITH                                 -0-
                                  ----------------------------------------
                                    (10)  SHARED  DISPOSITIVE  POWER
                                                 18,994,975
     ---------------------------------------------------------------------
     (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  REPORTING  PERSON
             -18,994,975-
     ---------------------------------------------------------------------
     (12)  CHECK  BOX IF THE AGGREGATE AMOUNT IN ROW 11  EXCLUDES CERTAIN
           SHARES                                        (  )

     ---------------------------------------------------------------------
     (13)  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  11
             -Approximately  16.4%-
     ---------------------------------------------------------------------
     (14)  TYPE  OF  REPORTING  PERSON
             CO

                                        2

   CUSIP  125750109
     ---------------------------------------------------------------------

     (1)  NAMES  OF  REPORTING  PERSONS
          S.S.  OR  I.R.S.  IDENTIFICATION  NO.  OF ABOVE PERSON (ENTITIES ONLY)

     Compaq  Computer  Corporation
     ---------------------------------------------------------------------
     (2)  CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP:
                                                           (a)  ( )
                                                           (b)  (x)
     ---------------------------------------------------------------------
     (3)  SEC  USE  ONLY

     ---------------------------------------------------------------------
     (4)  SOURCE  OF  FUNDS
            OO
     ---------------------------------------------------------------------
     (5)  CHECK  BOX  IF  DISCLOSURE  OF  LEGAL  PROCEEDINGS  IS  REQUIRED
          PURSUANT  TO  ITEMS  2(d)  or  2(e)                    (  )

     ---------------------------------------------------------------------
     (6)  CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
            Delaware
     ---------------------------------------------------------------------
                                     (7)  SOLE  VOTING  POWER
           NUMBER OF                              -0-
            SHARES                 ---------------------------------------
         BENEFICIALLY                (8)  SHARED  VOTING  POWER
           OWNED  BY                              18,994,975
          REPORTING                ---------------------------------------
           PERSON                    (9)  SOLE  DISPOSITIVE  POWER
            WITH                                  -0-
                                   ---------------------------------------
                                    (10)  SHARED  DISPOSITIVE  POWER
                                                  18,994,975
     ---------------------------------------------------------------------
     (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY  EACH  REPORTING  PERSON
             -18,994,975-
     ---------------------------------------------------------------------
     (12)  CHECK BOX IF THE AGGREGATE AMOUNT IN  ROW  11  EXCLUDES CERTAIN
           SHARES                                        (  )

     ---------------------------------------------------------------------
     (13)  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  11
             -Approximately  16.4%-
     ---------------------------------------------------------------------
     (14)  TYPE  OF  REPORTING  PERSON
             CO
     ---------------------------------------------------------------------

                                        3

     ---------------------------------------------------------------------

ITEM  1.     SECURITY  AND  ISSUER.

     The  class  of  equity  securities  to  which this statement relates is the
common  stock,  $0.01 par value per share (the "Common Stock"), of CMGI, Inc., a
Delaware  corporation  ("CMGI").  The  principal  executive  offices of CMGI are
located  at  100  Brickstone  Square,  Andover,  Massachusetts  01810.

     ITEM  2.     IDENTITY  AND  BACKGROUND.

(a)  -  (c)

     This  statement  is  being  jointly  filed  by  the  following  persons
(collectively,  the  "Reporting  Persons")  pursuant  to  Rule  13d-1(k)  of the
Securities  and  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"):

          (1)  Digital  Equipment   Corporation,   ("Digital")  a  Massachusetts
     corporation and a wholly-owned  subsidiary of  Compaq Computer Corporation,
     a Delaware corporation  ("Compaq") as beneficial owner of 18,994,975 shares
     of common stock, par value $0.01, of CMGI. Digital has a principal place of
     business at  20555 State Highway 249,  MS 110701,  Houston, Texas 77070 and
     its principal business is implementing  and supporting  networked  business
     solutions in multivendor  environments  based on high performance platforms
     and global service and  support.

          To the best of  Digital's knowledge  as of  the date hereof, the name,
     business  address,  present  principal  occupation or employment, name, and
     principal business  and  address  of any  corporation or other organization
     in  which  such  employment  is  conducted  of  each  executive officer and
     director  of  Digital  is set forth in  Schedule I hereto.  The information
     contained in Schedule I is incorporated  herein by reference.

          2) Compaq as beneficial  owner of  18,994,975  shares of common stock,
     par value $0.01, of CMGI. Compaq has a principal place of business at 20555
     State  Highway 249,  MS 110701,  Houston, Texas  77070  and  its  principal
     business is the development and marketing of hardware, software,  solutions
     and  services,  including industry-leading  enterprise computing solutions,
     fault-tolerant business-critical solutions, enterprise and network  storage
     solutions, commercial  desktop and portable  products and consumer PCs.

          To the  best  of  Compaq's knowledge  as of the date hereof, the name,
     business address, present  principal  occupation or employment,  name,  and
     principal business and  address of any corporation or other organization in
     which such employment is conducted of each  executive  officer and director
     of Compaq is set forth in Schedule I hereto.  The information contained  in
     Schedule I is incorporated herein by reference.

                                        4

(d)          To the knowledge of the Reporting Persons, except for the two-month
suspended sentence and fine of approximately $10,000 (US)  given by the Tribunal
Correctionnel de Draguignan, Draguignan, France, on November 18, 1996, to Thomas
Perkins,  a Compaq  director,  in  connection  with  the  Tribunal's  charge  of
involuntary manslaughter, as a result of a boating accident during the course of
a sailing  regatta,  neither the  Reporting Persons,  nor  any  other  executive
officers  or  directors have been convicted in a criminal proceeding  (excluding
traffic violations or similar misdemeanors)  during the  last  five years.  This
suspended  sentence  was  also  given  to  the  other  parties  involved in  the
accident including the race organizer.  No parties were found innocent.

(e)          The  Reporting  Persons  have  not,  nor,  to  the knowledge of the
Reporting  Persons,  have  any  of  their executive officers or directors been a
party  to  a civil proceeding of a judicial or  administrative body of competent
jurisdiction during the last five years as a result of which any such person was
or  is subject to a judgment, decree or final order  enjoining future violations
of,  or  prohibiting  or  mandating  activities  subject  to,  federal  or state
securities  laws  or  finding  any  violation  with  respect  to  such  laws.

(f)          The  executive officers and directors of Digital and Compaq are all
             citizens  of  the  United  States.

             ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

             On  August  18,  1999,  Compaq,  CMGI, Digital, AltaVista Company,
a wholly owned subsidiary of Digital ("AltaVista") and Zoom Newco Inc., a wholly
owned subsidiary of CMGI ("Newco") consummated the transactions  contemplated by
the Purchase and Contribution  Agreement signed by the above named parties as of
June 29, 1999 and  Amendment  No.1 to the Purchase and  Contribution  Agreement,
signed by the above named  parties as of August 18, 1999.  Digital  obtained the
shares of Common Stock of CMGI, which are covered by this report,  pursuant to a
transaction in which CMGI acquired a majority  stake in the AltaVista  Business,
as  defined  in the  Purchase  and  Contribution  Agreement.  The  Purchase  and
Contribution  Agreement  is  Exhibit  A hereto  and is  incorporated  herein  by
reference.  Amendment No. 1 to Purchase and Contribution  Agreement is Exhibit B
hereto and is incorporated herein by reference.

             Pursuant to the Purchase and Contribution Agreement: (1) Compaq and
Digital   transferred  to  CMGI  all  of  the   outstanding   capital  stock  of
Shopping.com,  a California  corporation,  and 51.6% of the outstanding  capital
stock of  Zip2 Corp.,  a  California  corporation  ("Zip2")  (collectively,  the
"Digital  Assets"),  in exchange for  promissory  notes of CMGI in the aggregate
principal  amount of $220  million;  (2) CMGI  contributed  the Digital  Assets,
18,994,975  shares of CMGI Common  Stock and  18,090.45  shares of CMGI Series D
Preferred  Stock to Newco,  and Newco issued  81,495,016  shares of Newco Common
Stock to CMGI;  (3) pursuant to an  Assignment  Agreement,  by and among Compaq,
Digital  and  Newco  and an  International  Assignment  Agreement,  by and among
Compaq, Digital and Kesempa Limited, both dated August 18, 1999,  (collectively,
the "Assignment  Agreements")  Compaq and Digital contributed certain assets and
liabilities  (including the remaining  outstanding  shares of Zip2) constituting

                                        5

the  AltaVista  division  of  Digital  to Newco  and  sold  certain  assets  and
liabilities to Newco's  indirect  subsidiary  Kesempa  Limited,  an Irish single
member private company,  in exchange for 18,994,975 shares of CMGI Common Stock,
18,090.45 shares of CMGI Series D Preferred Stock and 18,504,884 shares of Newco
Common  Stock,  (4)  AltaVista  merged  with and  into  Newco  and the  separate
corporate  existence of  AltaVista  ceased to exist;  and (5) Newco  changed its
corporate name to AltaVista Company ("AV").


          ITEM  4.     PURPOSE  OF  TRANSACTION.

     Compaq's and Digital's purpose for the transaction was to sell the majority
of  their  interest  in  the  AltaVista  division  and  to  participate  in
Internet-related businesses in part through minority ownership positions in CMGI
and  AV,  and  to  engage  in  joint  marketing  and other activities with CMGI.

          (a)  If  CMGI shareholders approve the conversion of the CMGI Series D
Preferred Stock in CMGI Common Stock, Digital, may exercise its right to convert
shares  of  CMGI  Series  D Preferred Stock into 1,809,045 shares of CMGI Common
Stock.

          (b)  Pursuant  to  Section  5.4  of  the  Purchase  and  Contribution
Agreement,  Compaq  has  the  right  to  designate  one  member  of the Board of
Directors  of  CMGI.

          Except  as  discussed  herein,  the Reporting  Persons have no current
plans  or  proposals  which  relate  to or would result in any of the following:



          (c)  an  extraordinary  corporate  transaction,   such  as  a  merger,
     reorganization   or  liquidation   involving  the  issuer  or  any  of  its
     subsidiaries;

          (d) a sale or transfer of a material amount of assets of the issuer or
     of any of its subsidiaries;

          (e) any  material  change in the present  capitalization  or  dividend
     policy of the issuer;

          (f) any other  material  change in the issuer's  business or corporate
     structure,  including  but not limited  to, if  the issuer is a  registered
     closed-end  investment company,  any plans or proposals to make any changes
     in its investment  policy for which a vote is required by Section 13 of the
     Investment Company Act of 1940;

                                        6

          (g)  changes  in  the   issuer's   charter,   bylaws  or   instruments
     corresponding thereto or other actions which may impede the acquisition  of
     control of the issuer by any person;

          (h) causing a class of  securities of the issuer to be delisted from a
     national  securities  exchange or to cease to be authorized to be quoted in
     an  inter-dealer  quotation  system  of a  registered  national  securities
     association;

          (i) a class of equity  securities of the issuer becoming  eligible for
     termination of  registration  pursuant to Section  12(g)(4) of the Exchange
     Act; or

          (j) any action similar to any of those enumerated above.

           ITEM  5.     INTEREST  IN  SECURITIES  OF  THE  ISSUER.

          (a) &  (b)   As of the  date  hereof,  Digital is the record holder of
18,994,975  shares of Common Stock of the CMGI.  This number represents 16.4% of
the outstanding common stock of CMGI.  This percentage is based on the number of
shares  of  CMGI Common Stock reported by CMGI in its proxy statement filed with
the  Commission  on  September  16,  1999.  That  number includes the 18,994,975
shares  of  CMGI  Common Stock issued to Digital and referred to in this report.
Compaq  is the sole shareholder of Digital and, as such, beneficially owns those
18,994,975  shares of CMGI Common Stock.  Due to the relationship between Compaq
and  Digital,  Digital  and Compaq share voting power and dispositive power with
respect  to  these  shares.

          (c)     Except  as  described  herein, neither  Digital nor Compaq has
not effected any transactions in the Common Stock during the past 60 days.

          (d)     Not  applicable.

          (e)     Not  applicable.

          ITEM  6.     CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS  OR
                       RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

          The  responses to Items 3  and  Item  4 of this  Schedule 13D and the
Exhibits to this Schedule 13D are incorporated herein by reference.

          In  connection  with  the  execution  and  delivery  of  the  Purchase
and  Contribution  Agreement,  Compaq and certain  holders of CMGI Common  Stock
entered into a Voting Agreement  whereby such holders of CMGI Common Stock agree
to appear for the purpose of obtaining a quorum at any annual or special meeting
of stockholders of CMGI and to vote, or cause the record holder to vote, all the
shares of CMGI Common Stock owned by such holders in favor of the  conversion of
the CMGI Series D Preferred Stock into CMGI Common Stock and to vote against any

                                        7

action,  proposal or agreement  that could  reasonably  be expected to prejudice
that  conversion.  The Voting  Agreement is Exhibit D hereto and is incorporated
herein by reference.

          ITEM  7.     MATERIAL  TO  BE  FILED  AS  EXHIBITS.

          Exhibit A:  Joint Filing  Agreement dated as of October 12, 1999
                      between  the Reporting Persons.

          Exhibit B:  Purchase  and Contribution Agreement, dated as of June 29,
                      1999, by and among CMGI, Inc. Compaq Computer Corporation,
                      Digital Equipment  Corporation, AltaVista Company and Zoom
                      Newco.

          Exhibit C:  Amendment No. 1 to Purchase and Contribution Agreement,
                      dated as of August 18, 1999, by and among CMGI, Inc.,
                      Compaq Computer   Corporation,   Digital   Equipment
                      Corporation,  AltaVista Company and Zoom Newco Inc.

          Exhibit D:  Certificate  of  Designations, Preferences and  Rights of
                      Series D Preferred  Stock  of  CMGI,  Inc.

          Exhibit E:  Voting  Agreement, dated  as  of  June 29, 1999, by and
                      between Compaq  Computer  Corporation  and  certain
                      stockholders

- ---------------------
1     Incorporated herein by reference to Exhibit 10.22 of the Form 8-K filed by
      Compaq  Computer  Corporation  with  the  Commission on  August  13, 1999.

2     Incorporated  herein  by reference to Exhibit 2.2 of the Form 8-K filed by
      CMGI,  Inc.  with  the  Commission  on  September  2,  1999.

3     Incorporated  herein  by reference to Exhibit 4.1 of the Form 8-K filed by
      CMGI,  Inc.  with  the  Commission  on  September  2,  1999.

                                        8

                                    SIGNATURES

     After  reasonable  inquiry  and to the best knowledge and belief of each of
the  undersigned,  each  such person certifies that the information set forth in
this  statement  is  true,  complete  and  correct.



                                     DIGITAL  EQUIPMENT  CORPORATION


Date: October 18, 1999               By: /s/Linda  S.  Auwers
                                     -------------------------------
                                     Name:  Linda  S.  Auwers
                                     Title: Vice  President,  Assistant
                                            Secretary/Assistant  Clerk

                                        9

                                   SCHEDULE I
                                   ----------


                      DIRECTORS  AND  EXECUTIVE  OFFICERS
                      OF  DIGITAL  EQUIPMENT  CORPORATION


     The  following  table  sets  forth  the name, business  address and present
principal  occupation  or  employment  of each director and executive officer of
the  Reporting  Person.  With the exception of Enrico Pesatori and Edward McCown
Straw,  the  business  address of each director and executive officer is Digital
Equipment  Corporation,  Digital Equipment Corporation, 20555 State Highway 249,
Houston,  TX  77070.  Each  such  person  is  a  U.S.  citizen.

Edward  McCown  Straw                  Director,  President  of  Digital  and
                                       Senior Vice President of Compaq, Supply
                                       Chain Management.  His business address
                                       and  the  address  of  Compaq  is 20555
                                       State  Highway 249, Houston, TX 77070.

Enrico  Pesatori                       Director  of  Digital,  Senior  Vice
                                       President of  Compaq,  Group  General
                                       Manager,  Enterprise  Solutions  &
                                       Services  Group.  His  business  address
                                       and the address of Compaq is 20555 State
                                       Highway 249, Houston,TX  77070.

Ben Kent Wells                         Director, Vice President and Treasurer of
                                       Digital

William  R.  Johnson                   Vice  President  of  Digital

Russel  Wong                           Vice  President  of  Digital

Irving  Rothman                        Vice  President  of  Digital

Michael  Winkler                       Vice  President  of  Digital

Linda  S.  Auwers                      Vice  President,  Assistant
                                       Secretary/Assistant  Clerk  of  Digital

Kimberly  P.  Bradbury                 Assistant  Secretary/Assistant  Clerk  of
                                       Digital

Louis  B.  Fontana,  Jr.               Assistant  Secretary/Assistant  Clerk  of
                                       Digital

Tom  Grilk                             Assistant  Secretary/Assistant  Clerk of
                                       Digital

Irene  Kosturakis                      Assistant  Secretary/Assistant  Clerk  of
                                       Digital

Richard  Lange                         Assistant  Secretary/Assistant  Clerk  of
                                       Digital

Ronald  L.  Smith                      Assistant  Secretary/Assistant  Clerk  of
                                       Digital

                                       10

                        DIRECTORS AND EXECUTIVE OFFICERS
                        OF COMPAQ  COMPUTER  CORPORATION


     The  following  table  sets  forth  the name, business  address and present
principal  occupation  or  employment  of each director and executive officer of
the  Reporting  Person.  Each  such  person  is  a  U.S.  citizen.


Michael  D.  Capellas        Director of Compaq,  President &  Chief  Executive
                             Officer.  His  business  address  is  20555 State
                             Highway 249, Houston, TX 77070

Benjamin  M. Rosen           Chairman of the Board, Compaq Computer Corporation.
                             His business address is  20555  State Highway  249,
                             Houston,  TX  77070

Lawrence  T. Babbio, Jr.     Director of Compaq, Chief Operating Officer of Bell
                             Atlantic  Corporation.  Bell  Atlantic  Corporation
                             is  a  provider of advanced wireline voice and data
                             services,  wireless  services  and publisher  of
                             directory information. His business address and the
                             address of Bell Atlantic Corporation is 1095 Avenue
                             of  America  Room  912,  New  York,  NY  10036

Frank  P.  Doyle             Director of Compaq.  His  business address is 20555
                             State Highway  249,  Houston,  TX  77070

Robert  T.  Enloe,  III      Director of  Compaq,  managing  partner of Balquita
                             Partners,  Ltd,  a  real  estate  and  securities
                             investment  partnership.  His business  address,
                             and  the address of Balquita Partnership, Ltd is
                             312 Maple Avenue, Suite 2000,  Dallas  Texas  75201

George  H.  Heilmeier        Director of Compaq, Chairman  Emeritus of Telcordia
                             Technologies,  a  research  and  engineering
                             consortium owned by Bell operating companies.  His
                             business  address  and  the  address  of  Telcordia
                             is  Morris Corporate  Center,  445  South  Street,
                             Morristown,  New  Jersey  07960 6438

Peter N. Larson              Director  of  Compaq, Chairman and Chief  Executive
                             Officer of Brunswick Corporation,  a  multinational
                             Company  serving  outdoor  and  indoor  active
                             recreation  markets.  His  business  address  and
                             the  address  of  Brunswick Corporation  is  1  N.
                             Field  Court,  Lake  Forest,  Ill  60045.

Kenneth L. Lay               Director of Compaq, Chairman of the Board and Chief
                             Executive Officer  of Enron  Corp.,  a  diversified
                             energy  company.  His  business  address  and  the
                             address  of  Enron  Corp.  is 1400 Smith Street,
                             50th  Floor,  Houston,  Texas  77002

                                       11

Thomas  J.  Perkins          Director  of  Compaq, general  partner  of  Kleiner
                             Perkins Caufield  &  Byers  since 1972,  a  private
                             investment partnership.  His  business address  and
                             the address of  Kleiner Perkins Caufield & Byers is
                             4 Emarcadero Center,  Suite  1880,  San  Francisco,
                             CA  94111

Kenneth  Roman               Director of Compaq. His business  address  is 20555
                             State Highway  249,  Houston,  TX  77070.

Lucille  S.  Salhany         Director of Compaq, President  and  Chief Executive
                             Officer of J.H. Media Limited. Her business address
                             And  the  address  of  J.H.  Media  Limited  is  34
                             Strawberry  Hill  Street,  Dover,  MA  02030.

Judith  L.  Craven           Director  of Compaq.  Her business address is 20555
                             State Highway  249,  Houston,  TX  77070.

Linda  S.  Auwers            Vice  President,  Associate  General  Counsel  and
                             Secretary of Compaq.  Her  business address and the
                             Address  of  Compaq  is  20555  State Highway  249,
                             Houston,  TX  77070.

Peter  Blackmore             Senior  Vice  President  of  Compaq, Group General
                             Manager, Sales  &  Marketing.  His business address
                             and the address of Compaq is  20555  State  Highway
                             249,  Houston,  TX  77070.

Michael  D.  Capellas        President  &  Chief  Executive Officer  of  Compaq.
                             His business  address and the address of  Compaq is
                             20555  State  Highway  249,  Houston, TX  77070.

Michael  J.  Larson          Senior  Vice  President  of  Compaq,  Group General
                             Manager, Consumer Group.  His  business address and
                             the address of Compaq is 20555 State Highway  249,
                             Houston,  TX  77070.

Robert  V.  Napier           Senior  Vice  President  of  Compaq,  Information
                             Management & Chief  Information  Officer.  His
                             business address and the address  of  Compaq  is
                             20555  State  Highway  249,  Houston,  TX  77070.

Enrico  Pesatori             Senior  Vice  President  of  Compaq, Group General
                             Manager,  Enterprise  Solutions & Services  Group.
                             His business address and the address of Compaq  is
                             20555  State  Highway  249,  Houston,  TX  77070.

Thomas  C.  Siekman          Senior  Vice President & General Counsel of Compaq.
                             His business  address and the address of Compaq is
                             20555 State Highway 249, Houston, TX  77070.

                                       12

Edward  M.  Straw            Senior  Vice President  of  Compaq,  Supply  Chain
                             Management. His business address  and  the  address
                             of Compaq is  20555 State  Highway  249,  Houston,
                             TX  77070.

William  D. Strecker         Senior  Vice  President  of  Compaq,  Technology  &
                             Corporate Development.  His  business  address  and
                             the  address of Compaq is 20555 State Highway  249,
                             Houston,  TX  77070.

Ben  K.  Wells               Vice  President & Corporate Treasurer  and  Acting
                             Chief Financial  Officer of Compaq.  His  business
                             address and the address of Compaq  is 20555  State
                             Highway  249,  Houston,  TX  77070.

Michael  J.  Winkler         Senior  Vice  President of  Compaq, Group  General
                             Manager,  Commercial  Personal  Computing  Group.
                             His business address and the address of Compaq  is
                             20555  State  Highway  249,  Houston,  TX  77070.

                                       13

                                                                       EXHIBIT A
                                                                       ---------


                             Joint  Filing  Agreement
                             ------------------------


     In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as
amended,  each  of  the  parties  hereto  agrees  with  the other party that the
statement  of  Schedule  13D  pertaining  to certain securities of CMGI, Inc. to
which  this agreement is an exhibit is filed by and on behalf of each such party
and  that  any  amendment  thereto  will  be filed on behalf of each such party.


                                 COMPAQ  COMPUTER  CORPORATION


Date: October 18, 1999           By:  /s/ Linda  S.  Auwers
                                      ----------------------
                                 Name:    Linda  S.  Auwers
                                 Title:   Vice President, Associate General
                                 Counsel  and  Secretary


                                 DIGITAL  EQUIPMENT  CORPORATION


Date: October 18, 1999           By:  /s/ Linda  S.  Auwers
                                      ----------------------
                                 Name:    Linda  S.  Auwers
                                 Title:   Vice  President,  Assistant
                                          Secretary/Assistant  Clerk


                                       14

                                                                       EXHIBIT E
                                                                       ---------

                               VOTING  AGREEMENT


          VOTING  AGREEMENT  (this  "Agreement"),  dated  June  29, 1999, by and
between  Compaq Computer Corporation, a Delaware corporation ("Compaq") and each
of  the parties identified on Annex I  hereto (individually  a "Stockholder" and
collectively  the  "Stockholders").

          WHEREAS,  the  Stockholders are, as of the date hereof, the record and
beneficial  owners  of  the  shares of common stock, $.01 par value (the "Common
Stock")  of  CMGI,  Inc.,  a  Delaware corporation (the "Company"), set forth on
Annex  I  hereto;

          WHEREAS,  Zoom  Newco  Inc., a Delaware corporation and a wholly owned
subsidiary of CMGI ("Newco"), and Digital Equipment Corporation, a Massachusetts
corporation  and  a  wholly owned subsidiary of Compaq ("Digital") have  entered
into  a  Purchase and Contribution Agreement (the "Purchase Agreement")  whereby
Digital  will  convey assets to Newco in exchange for shares of Common Stock and
Series  D  Preferred  Stock  (the "Preferred Security") of the Company and other
valuable  consideration;

          WHEREAS,  the  Preferred  Security shall be convertible into shares of
Common  Stock  of  the Company (the "Conversion") upon the affirmative vote of a
majority  of  votes  cast  of  the  stockholders  of  the  Company;  and

          WHEREAS,  as  a condition to the willingness of Compaq and in order to
induce Compaq to enter into the Purchase Agreement, the Stockholders have agreed
to  enter  into  this  Agreement;

          NOW, THEREFORE, in consideration  of  the  foregoing  and  the  mutual
representations,  warranties, covenants and agreements set forth herein, and for
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged,  the  parties  hereto  agree  as  follows:

          SECTION  1.  Voting  of Shares.  Each Stockholder hereby agrees to (a)
appear, or cause the holder of record on any applicable record date (the "Record
Holder")  to  appear  for  the  purpose  of  obtaining a quorum at any annual or
special meeting of stockholders of the Company and at any adjournment thereof at
which  matters relating to the Conversion are considered, (b) vote, or cause the
Record  Holder  to  vote, in person or by proxy all of the shares of the Company
Common Stock owned by Stockholder, or with respect to which such Stockholder has
or shares voting power or control, and all of the shares of Company Common Stock
which  shall,  or with respect to which voting power or control shall, hereafter
be  acquired  by  such  Stockholder (collectively, the "Shares") in favor of the
Conversion,  and  (c)  vote, or cause the Record Holder to vote, in person or by

                                       15

proxy,  at  any  meeting  of stockholders, such Stockholder's Shares against any
action, proposal or agreement that could reasonably be expected to prejudice the
Conversion.

          SECTION  2.  Representations  and Warranties of the Stockholders.  The
Stockholders  jointly  and  severally  hereby represent and warrant to Compaq as
follows:

               (a)  Each Stockholder is the record and beneficial  owner  of the
shares of  Common Stock (the number of which may be adjusted  from time  to time
pursuant to  Section  4 hereof) set forth opposite his name on Annex I  to  this
Agreement.

               (b)  Each  Stockholder  has  the  legal  capacity  to execute and
deliver  this  Agreement and to consummate the transactions contemplated hereby.

               (c)  This  Agreement  has  been validly executed and delivered by
each Stockholder and constitutes the legal, valid and binding obligation of such
Stockholder,  enforceable against each Stockholder in accordance with its terms.

               (d)  Neither the execution and delivery of this Agreement nor the
consummation  by  each  Stockholder of the transactions contemplated hereby will
violate  any  other  agreement  to  which  the  Stockholder  is  a  party.

               (e)  Each Stockholder hereby covenants and agrees that, except as
contemplated  by  this Agreement, the Stockholder (a) has not entered, and shall
not  enter  at  any time while this Agreement remains in effect, into any voting
agreement  inconsistent  with this Agreement, and (b) has not granted, and shall
not  grant  at any time while this Agreement remains in effect, a proxy or power
of  attorney,  in  either  case  which  is  inconsistent  with  this  Agreement.

               (f)  The  Shares  and  the  certificates  representing the Shares
owned  by  each Stockholder are now and at all times during the term hereof will
be  held by the Stockholder, or by a nominee or custodian for the benefit of the
Stockholder,  free  and clear of all liens, claims, security interests, proxies,
voting  trusts  or  agreements,  understandings  or  arrangements  or  any other
encumbrances  whatsoever,  except  for any such encumbrances  or proxies arising
hereunder.

               SECTION  3   Transfer of the Shares.  Prior to the termination of
this  Agreement,  except as otherwise provided herein, (a) the Stockholder shall
not:  (i)  transfer  (which  term  shall  include,  without  limitation, for the
purposes  of  this  Agreement, any sale, gift, pledge or  other disposition), or
consent  to  any  transfer  of,  any or all of the Shares or options to purchase
Common  Stock  ("Options");  (ii)  enter  into  any  contract,  option  or other
agreement or understanding with respect to any transfer of or encumbrance on any

                                       16

of  the  Shares  or  Options  or  any  interest  therein; (iii) grant any proxy,
power-of-attorney  or  other  authorization or consent in or with respect to the
Shares  or  Options; (iv) deposit the Shares into a voting trust or enter into a
voting  agreement  or  arrangement with respect to the Shares or Options; or (v)
take  any  other  action that would in any way restrict, limit or interfere with
the  performance of such Stockholder's obligations hereunder or the transactions
contemplated  hereby,  and  (b) the Stockholder, hereby agree and consent to the
entry  of stock transfer instructions by the Company against the transfer of any
Shares  consistent  with  the  terms  of  Section  2(a).

          SECTION  4   Certain  Events.  In  the event of any stock split, stock
dividend,  merger,  reorganization,  recapitalization  or  other  change  in the
capital  structure  of the Company affecting the Common Stock or the acquisition
of  additional  shares  of  Common  Stock  or  other securities or rights of the
Company  by  the  Stockholder,  the  number  of  Shares  shall  be  adjusted
appropriately,  and this Agreement and the obligations hereunder shall attach to
any  additional shares of Common Stock, Options or other securities or rights of
the  Company  issued  to  or  acquired  by  the  Stockholder.

          SECTION  5   Termination.  This  Agreement,  and  all  rights  and
obligations  of  the  parties  hereunder,  shall  terminate immediately upon the
earlier  of  (a)  the conversion of the Preferred Security into shares of Common
Stock  of  the  Company,  or  (b)  two  months  after  the  initial  meeting  of
stockholders  referred  to in Section 1; provided, however, that Section 7 shall
survive  any  termination  of  this  Agreement.

                                       17

          SECTION 6   Expenses.  All fees and expenses incurred by any one party
hereto  shall  be borne by the party incurring such fees and expenses; provided,
however,  that  if  any  legal  action is instituted to enforce or interpret the
terms  of this Agreement, the prevailing party in such action shall be entitled,
in addition to any other relief to which the party is entitled, to reimbursement
of  its  actual  attorneys  fees.

          SECTION  7   Support  for  the Transaction.  David S. Wetherell hereby
agrees  that  he  will  publicly  and  actively  support the Conversion and will
publicly and actively oppose any action or proposed action that could materially
prejudice,  hinder  or  delay  the  completion  of  the  Conversion.

          SECTION  8   Miscellaneous.

          (a)   The  parties hereto agree that irreparable damage would occur in
the  event  that  any  of the provisions of this Agreement were not performed in
accordance  with  its  specified  terms  or  were  otherwise  breached.  It  is
accordingly  agreed  that  the  parties  shall  be  entitled to an injunction or
injunctions to prevent breaches of this Agreement and to specific performance of
the  terms  and  provisions hereof in addition to any other remedy to which they
are  entitled  at  law  or  in  equity.

          (b)   All  notices  and  other  communications  hereunder  shall be in
writing  and  shall  be  deemed  given  upon (i) transmitter's confirmation of a
receipt  of  a  facsimile  transmission,  (ii)  confirmed delivery by a standard
overnight  carrier  or  when  delivered by hand or (iii) the expiration  of five
business  days  after  the  day when mailed in the United States by certified or
registered  mail,  postage prepaid, addressed at the following  addresses (or at
such  other  address  for  a  party  as  shall  be  specified  by  like notice):


          (A)     if  to  the  Stockholders,  to:

                  David  S.  Wetherell
                  100  Brickstone  Square
                  First  Floor
                  Andover,  Massachusetts  01810
                  Telephone:  (978)  684-3600
                  Facsimile:  (978)  684-3814

          (B)     if  to  Compaq,  to:

                  Compaq  Computer  Corporation
                  20555  State  Highway  249
                  Houston,  Texas  77070
                  Attention:  General  Counsel
                  Telephone:  (281)  370-0670
                  Facsimile:  (281)  927-8835

                                       18

               (c)  The headings contained in  this Agreement  are for reference
purposes  only  and shall not affect in any way the meaning or interpretation of
this  Agreement.

               (d)  This Agreement may be executed in two or more  counterparts,
each  of  which shall be deemed an original but all of which shall be considered
one  and  the  same  agreement.

               (e)  This  Agreement  (including  any  other  documents  and
instruments referred to herein) constitutes the entire agreement, and supersedes
all  prior  agreements  and  understandings, whether written and oral, among the
parties  hereto  with  respect  to  the  subject  matter  hereof.

               (f)  This  Agreement  shall  be  governed  by,  and  construed in
accordance  with, the laws of the State of Delaware without giving effect to the
principles  of  conflicts  of  laws  thereof.

               (g)  Neither  this  Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation  of  law  or otherwise) without the prior written consent of the other
parties.  Subject  to  the  preceding  sentence,  this Agreement will be binding
upon,  inure  to  the  benefit  of  and be enforceable by, the parties and their
respective  successors and assigns, and the provisions of this Agreement are not
intended  to  confer upon any person other than the parties hereto any rights or
remedies  hereunder.

               (h)  If  any  term,  provision, covenant or restriction herein is
held by a court of competent jurisdiction or other authority to be invalid, void
or  unenforceable  or against its regulatory policy, the remainder of the terms,
provisions,  covenants  and  restrictions of this Agreement shall remain in full
force  and  effect  and  shall  in  no way be affected, impaired or invalidated.

               (i)  Each  of  the parties hereto acknowledges and agrees that in
the  event  of  any  breach of this Agreement, each non-breaching party would be
irreparably  and  immediately  harmed  and  could  not be made whole by monetary
damages.  It  is  accordingly  agreed that the parties hereto (i) will waive, in
any action for specific performance, the defense of adequacy of a remedy at law,
and (ii) shall be entitled, in addition to any other remedy to which they may be
entitled  at law or in equity, to compel specific performance of this Agreement.

               (j)  No  amendment,  modification  or  waiver  in respect of this
Agreement shall be effective against any party unless it shall be in writing and
signed by such  party.

                                       19



                   END OF AGREEMENT EXCEPT FOR SIGNATURE PAGES


                                       20

     IN  WITNESS WHEREOF, Compaq and the Stockholders have caused this Agreement
to  be  duly  executed  under  seal  and  delivered as of the date first written
above.

                              COMPAQ  COMPUTER  CORPORATION


                              By: /s/ Harold  F.  Enright,  Jr.
                                 --------------------------------
                              Name:   Harold  F.  Enright,  Jr.
                              Title:  Vice  President


                              DAVID  S.  WETHERELL


                              /s/  David  S.  Wetherell
                                 --------------------------------
                              Name:  David  S.  Wetherell

                              DAVID  S.  WETHERELL  CHARITABLE  TRUST


                              By: /s/ David  S.  Wetherell
                                 --------------------------------
                              Name:   David  S.  Wetherell
                              Title:  Trustee


                              NORTH  ANDOVER,  LLC

                              By:  KITTREDGE, LLC, its Managing  Member


                              By: /s/ David  S.  Wetherell
                                 --------------------------------
                              Name:   David  S.  Wetherell
                              Title:  Managing  Member

                                       21

                                     ANNEX  I

                            Ownership of Common Stock



    Beneficial Owner                        Shares of Common Stock

David S. Wetherell                              6,741,232

David  S.  Wetherell
Charitable Trust                                   23,372

North Andover, LLC                              8,466,336

                                       22