<PAGE>   1
    As filed with the Securities and Exchange Commission on November 5, 1999.

                                                Registration No. 333-___________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                      ------------------------------------

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

        Delaware                                       04-3277338
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


              400-2 Totten Pond Road, Waltham, Massachusetts 02451
               (Address of Principal Executive Offices) (Zip Code)

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

                       Lycos, Inc. 1996 Stock Option Plan
                            (Full title of the plan)

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

                                 Robert J. Davis
                      President and Chief Executive Officer
                                   Lycos, Inc.
                             400-2 Totten Pond Road
                          Waltham, Massachusetts 02451
                                 (781) 370-2700
           (Name and address including zip code and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:
                             Kenneth J. Gordon, Esq.
                         TESTA, HURWITZ & THIBEAULT, LLP
                       High Street Tower, 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000

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


================================================================================


<PAGE>   2


                         CALCULATION OF REGISTRATION FEE

================================================================================

<TABLE>
<CAPTION>

                                                                   Proposed            Proposed
                                                                    Maximum             Maximum
                                                 Amount            Offering            Aggregate          Amount of
Title of Securities                               to be            Price Per           Offering         Registration
to be Registered                               Registered            Share               Price               Fee
--------------------------------------------------------------------------------------------------------------------

<S>                                              <C>                 <C>           <C>                 <C>
LYCOS, INC. 1996 STOCK OPTION PLAN
Common Stock ($0.01 par value)                   12,226,074          $45.581(1)    $557,276,678.99     $154,922.92
Common Stock ($0.01 par value)                    4,609,705          $53.69 (2)    $247,495,061.45     $ 68,803.63

TOTAL:                                           16,835,779                                            $223,726.55
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  All such shares are issuable upon exercise of outstanding options with
     fixed exercise prices. Pursuant to Regulation C, Rule 457(h)(1) under the
     Securities Act of 1933, as amended, the aggregate offering price and the
     fee have been computed upon the basis of the price at which the options may
     be exercised.
(2)  The price of $53.69 per share, which is the average of the high and low
     prices of the Common Stock of the registrant reported on the Nasdaq
     National Market on November 3, 1999, is set forth solely for purposes of
     calculating the filing fee pursuant to Rule 457(c) and (h) and has been
     used only for those shares without a fixed exercise price.


<PAGE>   3
                                      -3-


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Lycos hereby incorporates by reference the documents listed in (a)
through (c) below. In addition, all documents subsequently filed by Lycos
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (prior to the filing of a Post-Effective Amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold) shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

         (a) Lycos' latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 or the latest Prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, which contains either
directly or by incorporation by reference audited financial statements for
Lycos' latest fiscal year for which such statements have been filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or the Prospectus referred to in (a) above.

         (c) The description of Lycos' Common Stock which is contained in the
Registration Statement filed by Lycos on February 23, 1996 under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The financial statements and schedules incorporated by reference in
this registration statement have been audited by KPMG LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance on the authority of said firm as
experts in giving said reports. The validity of the authorization and issuance
of the shares of Common Stock offered hereby will be passed upon by Testa,
Hurwitz & Thibeault, LLP, Boston, Massachusetts, counsel to Lycos.


Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware General Corporation Law and the Company's Amended and
Restated By-laws provide for indemnification of Lycos' directors and officers
for liabilities and expenses that they may incur in such capacities. In general,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of Lycos, and with respect to any criminal action or proceeding,
actions that the indemnitee has no reasonable choice to



<PAGE>   4

                                      -4-


believe were unlawful. Lycos has purchased insurance with respect to, among
other things, the liabilities that may arise under the provisions referred to
above. The directors and officers of Lycos also are insured against certain
liabilities, including certain liabilities arising under the Securities Act of
1933, as amended, which might be incurred by them in such capacities and against
which they are not indemnified by Lycos. Lycos has entered into separate
indemnification agreements with its directors and officers. The indemnification
agreements create certain indemnification obligations of Lycos in favor of the
directors and officers and, as permitted by applicable law, will clarify and
expand the circumstances under which a director or officer will be indemnified.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


<PAGE>   5


                                      -5-


Item 8.  EXHIBITS.

         EXHIBIT NO.           DESCRIPTION OF EXHIBIT
         -----------           ----------------------

         Exhibit 4.1           Lycos, Inc. 1996 Stock Option Plan (incorporated
                               by reference to the Company's Registration
                               Statement on Form S-1 filed with the Securities
                               and Exchange Commission (Reg. No. 333-1354)).

         Exhibit 5.1           Opinion of Testa, Hurwitz & Thibeault, LLP
                               (filed herewith).

         Exhibit 23.1          Consent of Testa, Hurwitz & Thibeault, LLP
                               (contained in Exhibit 5.1).

         Exhibit 23.2          Consent of KPMG LLP (filed herewith).

         Exhibit 24.1          Power of Attorney (included as part of the
                               signature page to this Registration Statement).

Item 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act
                                    of 1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to



<PAGE>   6


                                      -6-


                  Section 15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the Registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.



<PAGE>   7



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Lycos, Inc., certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on November 5, 1999.

                                  LYCOS, INC.


                                   By:   /s/ Robert J. Davis
                                         ---------------------------------------
                                         Robert J. Davis
                                         President and Chief Executive Officer




<PAGE>   8



                        POWER OF ATTORNEY AND SIGNATURES

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Robert J. Davis and Edward M. Philip, and each of
them, with the power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or in his name, place and stead, in any and all capacities to sign any
and all amendments or post-effective amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or either of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                    SIGNATURES                                    TITLE(S)                          DATE
                    ----------                                    --------                          ----

<S>                                                 <C>                                       <C>
/s/ Robert J. Davis                                 President, Chief Executive Officer        November 5, 1999
---------------------------------------             and Director
Robert J. Davis                                     (Principal Executive Officer)


/s/ Edward M. Philip                                Chief Operating Officer, Chief            November 5, 1999
---------------------------------------             Financial Officer and Secretary
Edward M. Philip                                    (Principal Financial and Accounting
                                                    Officer)


/s/ John M. Connors, Jr.                            Director                                  November 5, 1999
---------------------------------------
John M. Connors, Jr.


/s/ Daniel J. Nova                                  Director                                  November 5, 1999
----------------------------------------
Daniel J. Nova


/s/ Richard H. Sabot                                Director                                  November 5, 1999
----------------------------------------
Richard H. Sabot


/s/ Peter Lund                                      Director                                  November 5, 1999
----------------------------------------
Peter Lund
</TABLE>




<PAGE>   9



                                  EXHIBIT INDEX



EXHIBIT NO.      DESCRIPTION OF EXHIBIT
-----------      ----------------------

Exhibit 4.1      Lycos, Inc. 1996 Stock Option Plan (incorporated by
                 reference to the Company's Registration Statement on Form
                 S-1 filed with the Securities and Exchange Commission
                 (Reg. No. 333-1354)).

Exhibit 5.1      Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).

Exhibit 23.1     Consent of Testa, Hurwitz & Thibeault, LLP (contained in
                 Exhibit 5.1).

Exhibit 23.2     Consent of KPMG LLP (filed herewith).

Exhibit 24.1     Power of Attorney (included as part of the signature page to
                 this Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "LYCOS, INC.", "secsgml_size_bytes": 18897}]
{"company-data": {"conformed-name": "LYCOS INC", "cik": "0001007992", "assigned-sic": "7370", "irs-number": "043277338", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90409", "film-number": "99742112"}, "business-address": {"street1": "400 2 TOTTEN POND ROAD", "city": "WALTHAM", "state": "MA", "zip": "02451", "phone": "7813702700"}, "mail-address": {"street1": "400-2 TOTTEN POND ROAD", "city": "WALTHAM", "state": "MA", "zip": "02154"}}
1
    As filed with the Securities and Exchange Commission on November 5, 1999.

                                                Registration No. 333-___________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                      ------------------------------------

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

        Delaware                                       04-3277338
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

              400-2 Totten Pond Road, Waltham, Massachusetts 02451
               (Address of Principal Executive Offices) (Zip Code)

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

                       Lycos, Inc. 1996 Stock Option Plan
                            (Full title of the plan)

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

                                 Robert J. Davis
                      President and Chief Executive Officer
                                   Lycos, Inc.
                             400-2 Totten Pond Road
                          Waltham, Massachusetts 02451
                                 (781) 370-2700
           (Name and address including zip code and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:
                             Kenneth J. Gordon, Esq.
                         TESTA, HURWITZ & THIBEAULT, LLP
                       High Street Tower, 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000

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

================================================================================
2

                         CALCULATION OF REGISTRATION FEE

================================================================================
Proposed            Proposed
                                                                    Maximum             Maximum
                                                 Amount            Offering            Aggregate          Amount of
Title of Securities                               to be            Price Per           Offering         Registration
to be Registered                               Registered            Share               Price               Fee
--------------------------------------------------------------------------------------------------------------------
LYCOS, INC. 1996 STOCK OPTION PLAN
Common Stock ($0.01 par value)                   12,226,074          $45.581(1)    $557,276,678.99     $154,922.92
Common Stock ($0.01 par value)                    4,609,705          $53.69 (2)    $247,495,061.45     $ 68,803.63

TOTAL:                                           16,835,779                                            $223,726.55
---------------------------------------------------------------------------------------------------------------------
(1)  All such shares are issuable upon exercise of outstanding options with
     fixed exercise prices. Pursuant to Regulation C, Rule 457(h)(1) under the
     Securities Act of 1933, as amended, the aggregate offering price and the
     fee have been computed upon the basis of the price at which the options may
     be exercised.
(2)  The price of $53.69 per share, which is the average of the high and low
     prices of the Common Stock of the registrant reported on the Nasdaq
     National Market on November 3, 1999, is set forth solely for purposes of
     calculating the filing fee pursuant to Rule 457(c) and (h) and has been
     used only for those shares without a fixed exercise price.
3
                                      -3-

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Lycos hereby incorporates by reference the documents listed in (a)
through (c) below. In addition, all documents subsequently filed by Lycos
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (prior to the filing of a Post-Effective Amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold) shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

         (a) Lycos' latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 or the latest Prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, which contains either
directly or by incorporation by reference audited financial statements for
Lycos' latest fiscal year for which such statements have been filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or the Prospectus referred to in (a) above.

         (c) The description of Lycos' Common Stock which is contained in the
Registration Statement filed by Lycos on February 23, 1996 under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The financial statements and schedules incorporated by reference in
this registration statement have been audited by KPMG LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance on the authority of said firm as
experts in giving said reports. The validity of the authorization and issuance
of the shares of Common Stock offered hereby will be passed upon by Testa,
Hurwitz & Thibeault, LLP, Boston, Massachusetts, counsel to Lycos.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware General Corporation Law and the Company's Amended and
Restated By-laws provide for indemnification of Lycos' directors and officers
for liabilities and expenses that they may incur in such capacities. In general,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of Lycos, and with respect to any criminal action or proceeding,
actions that the indemnitee has no reasonable choice to
4

                                      -4-

believe were unlawful. Lycos has purchased insurance with respect to, among
other things, the liabilities that may arise under the provisions referred to
above. The directors and officers of Lycos also are insured against certain
liabilities, including certain liabilities arising under the Securities Act of
1933, as amended, which might be incurred by them in such capacities and against
which they are not indemnified by Lycos. Lycos has entered into separate
indemnification agreements with its directors and officers. The indemnification
agreements create certain indemnification obligations of Lycos in favor of the
directors and officers and, as permitted by applicable law, will clarify and
expand the circumstances under which a director or officer will be indemnified.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
5

                                      -5-

Item 8.  EXHIBITS.

         EXHIBIT NO.           DESCRIPTION OF EXHIBIT
         -----------           ----------------------

         Exhibit 4.1           Lycos, Inc. 1996 Stock Option Plan (incorporated
                               by reference to the Company's Registration
                               Statement on Form S-1 filed with the Securities
                               and Exchange Commission (Reg. No. 333-1354)).

         Exhibit 5.1           Opinion of Testa, Hurwitz & Thibeault, LLP
                               (filed herewith).

         Exhibit 23.1          Consent of Testa, Hurwitz & Thibeault, LLP
                               (contained in Exhibit 5.1).

         Exhibit 23.2          Consent of KPMG LLP (filed herewith).

         Exhibit 24.1          Power of Attorney (included as part of the
                               signature page to this Registration Statement).

Item 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act
                                    of 1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to
6

                                      -6-

                  Section 15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the Registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Lycos, Inc., certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on November 5, 1999.

                                  LYCOS, INC.

                                   By:   /s/ Robert J. Davis
                                         ---------------------------------------
                                         Robert J. Davis
                                         President and Chief Executive Officer
8

                        POWER OF ATTORNEY AND SIGNATURES

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Robert J. Davis and Edward M. Philip, and each of
them, with the power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or in his name, place and stead, in any and all capacities to sign any
and all amendments or post-effective amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or either of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES                                    TITLE(S)                          DATE
                    ----------                                    --------                          ----
/s/ Robert J. Davis                                 President, Chief Executive Officer        November 5, 1999
---------------------------------------             and Director
Robert J. Davis                                     (Principal Executive Officer)

/s/ Edward M. Philip                                Chief Operating Officer, Chief            November 5, 1999
---------------------------------------             Financial Officer and Secretary
Edward M. Philip                                    (Principal Financial and Accounting
                                                    Officer)

/s/ John M. Connors, Jr.                            Director                                  November 5, 1999
---------------------------------------
John M. Connors, Jr.

/s/ Daniel J. Nova                                  Director                                  November 5, 1999
----------------------------------------
Daniel J. Nova

/s/ Richard H. Sabot                                Director                                  November 5, 1999
----------------------------------------
Richard H. Sabot

/s/ Peter Lund                                      Director                                  November 5, 1999
----------------------------------------
Peter Lund
9

                                  EXHIBIT INDEX

EXHIBIT NO.      DESCRIPTION OF EXHIBIT
-----------      ----------------------

Exhibit 4.1      Lycos, Inc. 1996 Stock Option Plan (incorporated by
                 reference to the Company's Registration Statement on Form
                 S-1 filed with the Securities and Exchange Commission
                 (Reg. No. 333-1354)).

Exhibit 5.1      Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).

Exhibit 23.1     Consent of Testa, Hurwitz & Thibeault, LLP (contained in
                 Exhibit 5.1).

Exhibit 23.2     Consent of KPMG LLP (filed herewith).

Exhibit 24.1     Power of Attorney (included as part of the signature page to
                 this Registration Statement).