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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                        

                                   FORM 8-K
                                        

                                CURRENT REPORT
                     FILED PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                                        
         Date of Report (Date of earliest event reported): May 7, 1999
                                        




                                  CMGI, INC.
            (Exact name of registrant as specified in its charter)
                                        


     DELAWARE                      0-22846                      04-2921333
  (State or other          (Commission File Number)            (IRS Employer
  jurisdiction of                                           Identification No.)
  incorporation)               
 
 



                   100 Brickstone Square, Andover, MA  01810
         (Address of principal executive offices, including Zip Code)
                                        
                                (978) 684-3600
             (Registrant's telephone number, including area code)



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Item 5.  Other Events.
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      On May 7, 1999, CMGI, Inc. issued a news release relating to the
 restatement of its results for its third and fourth quarters of fiscal 1998
 ended April 30, 1998 and July 31, 1998, respectively, and its first and second
 quarters of fiscal 1999 ended October 31, 1998 and January 31, 1999,
 respectively. A copy of the news release containing such announcement is filed
 herewith as Exhibit 99.1 and incorporated herein by reference.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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No financial statements or pro forma financial information are filed as a part
of this report.  The exhibit filed as part of this report is listed in the
Exhibit index hereto.



Exhibit
   No.          Description
 -----          -----------

  99.1          News release dated May 7, 1999, issued by CMGI, Inc.

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     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                           CMGI, INC.
                                           (Registrant)
                                             
                                             
                                             
                                           /s/ Andrew J. Hajducky III
                                           ---------------------------
May 7, 1999                                Andrew J. Hajducky III, CPA
                                           Chief Financial Officer and Treasurer

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