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 issuer as specified in its charter)

                               Delaware 04-3277338
          (State of Incorporation) (IRS Employer Identification Number)

           293 Boston Post Road West, Marlborough, Massachusetts 01752
                    (Address of Principal Executive Offices)

                                 (508) 229-0717
              (Registrant's telephone number, including area code)

                                   LYCOS, INC.

                             1995 STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                  1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                         Michael J. Riccio, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE


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

Lycos, Inc.
1995 Stock
Option Plan

Common Sto       927,300          $.01-9.60(2)   $2,391,036.16    $  724.56
par value         72,700            10.94(3)         795,338          241.01
$.01 per share

Lycos, Inc.
1996 Stock
Option Plan
<PAGE>

Common Stock,    464,482          6.00-11.125(2)   4,913,520.90     1,488.95
par value        535,518            10.94(3)       5,858,566.90     1,775.32
$.01 per share

Lycos, Inc.1996
Non-Employee
Director Stock
Option Plan

Common Stock,     10,000            11.50(2)          115,000          34.85
par value         90,000            10.94(3)          984,600         298.36
$.01 per share

Lycos, Inc. 1996
Employee Stock
Purchase Plan

Common Stock,    250,000            10.94(3)        2,735,000         828.79
par value
$.01 per share __________                          ___________       _______
               2,350,000                          $17,793,061.96    $5,391.84




(1) Also  registered  hereunder are such  additional  number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plan to which this Registration Statement relates.

(2) All such shares are issuable upon exercise of outstanding options with fixed
exercise prices.  Pursuant to Rule 457(h),  the aggregate offering price and the
fee have been  computed  upon the basis of the price at which the options may be
exercised.

(3) None of such shares are subject to outstanding  options.  The exercise price
of such options shall be determined at the time of grant. Accordingly,  pursuant
to Rule 457(c) and (h),  the price of $10.94 per share,  which is the average of
the high and low sale  prices  reported  on the Nasdaq  Stock  Market,  Inc.  on
October 3, 1996, is set forth solely for purposes of calculating the filing fee.
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  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.

         (a) The Company's Prospectus dated April 1, 1996 filed pursuant to Rule
424(b)  under the  Securities  Act of 1933,  which  contains  audited  financial
statements for the Company's  latest fiscal year for which such  statements have
been filed.

         (b) All of the reports  filed by the Company  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 Prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed by the Company 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

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, A Professional Corporation, Boston, Massachusetts.
<PAGE>
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 the Company's  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 the Company, and with respect to any criminal action or proceeding,
actions that the indemnitee has no reasonable choice to believe were unlawful.

         The Company  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 the Company  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 the Company.

         The Company has entered into separate  indemnification  agreements with
its  directors and  officers.  The  indemnification  agreements  create  certain
indemnification  obligations  of the  Company  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.

         Item 8.  Exhibits

         Number    Description

          4.1      Specimen of Stock Certificate representing shares of Common 
                   Stock(incorporated by reference to the Company's 
                   Registration Statement on Form S-1 filed with the Securities 
                   and Exchange Commission (Reg. No. 333-1354))

          4.2      Lycos, Inc. 1995 Stock Option Plan, as amended (incorporated 
                   by reference to the Company's Registration Statement on 
                   Form S-1 filed with the Securities and Exchange Commission 
                   (Reg. No. 333-1354))

          4.3      Lycos, Inc. 1996 Stock Option Plan, as amended (incorporated 
                   by reference to the Company's Registration Statement on Form 
                   S-1 filed with the Securities and Exchange Commission 
                   (Reg. No. 333-1354))
<PAGE>
          4.4      Lycos, Inc. 1996 Non-Employee Director Stock Option Plan,
                   amended(incorporated by reference to the Company's 
                   Registration Statement on Form S-1 filed with the Securities 
                   and Exchange Commission (Reg. No. 333-1354))

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

         5.1       Opinion of Hutchins, Wheeler & Dittmar, A Professional
                   Corporation, as to legality of shares being registered and 
                   consent of Hutchins, Wheeler & Dittmar, A Professional 
                   Corporation

        23.1       Consent of KPMG Peat Marwick LLP


        Item 9.  Undertakings

        The undersigned Registrant hereby undertakes the following:

        (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;
<PAGE>
Provided,  however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference 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 to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is  sent  or  give,  the  latest  annual  report  to  security  holders  that is
incorporated  by  reference  in the  prospectus  and  furnished  pursuant to and
meeting  the  requirements  of Rule  14a-3 or Rule  14c-3  under the  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.

                (c) 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 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.

                (d) The undersigned registrant hereby undertakes,  that, 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
<PAGE>
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>
                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant 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 Marlborough, Massachusetts on October 8, 1996.

                                         LYCOS, INC.



                                         /s/ Robert J. Davis
                                         Robert J. Davis
                                         President and Chief Executive Officer



        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,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

         Signature                        Title                      Date

   /s/ Robert J. Davis             President, Chief             October 8, 1996
Robert J. Davis                    Executive Officer
                                   and Director
                                   (principal executive
                                   officer)



  /s/ Edward M. Philip              Chief Financial Officer,    October 8, 1996
Edward M. Philip                    Secretary and
                                    Treasurer
                                    (principal financial
                                    and accounting
                                    officer)



 /s/ John J. Connors, Jr.           Director                    October 8, 1996
John J. Connors, Jr.
<PAGE>

 /s/ Daniel J. Nova                 Director                    October 8, 1996
Daniel J. Nova


 /s/ David S. Wetherell             Director                    October 8, 1996
David S. Wetherell

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549






                                    EXHIBITS

                                       to

                                    FORM S-8



                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933




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

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17500}]
{"company-data": {"conformed-name": "LYCOS INC", "cik": "0001007992", "assigned-sic": "7380", "irs-number": "043277338", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13715", "film-number": "96640829"}, "business-address": {"street1": "293 BOSTON POST RD WEST", "street2": "SUITE 150", "city": "MARLBOROUGH", "state": "MA", "zip": "01752", "phone": "5082290717"}, "mail-address": {"street1": "293 BOSTON POST ROAD WEST", "street2": "SUITE 150", "city": "BARLBORO", "state": "MA", "zip": "01752"}}
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 issuer as specified in its charter)

                               Delaware 04-3277338
          (State of Incorporation) (IRS Employer Identification Number)

           293 Boston Post Road West, Marlborough, Massachusetts 01752
                    (Address of Principal Executive Offices)

                                 (508) 229-0717
              (Registrant's telephone number, including area code)

                                   LYCOS, INC.

                             1995 STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                  1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                         Michael J. Riccio, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

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

Lycos, Inc.
1995 Stock
Option Plan

Common Sto       927,300          $.01-9.60(2)   $2,391,036.16    $  724.56
par value         72,700            10.94(3)         795,338          241.01
$.01 per share

Lycos, Inc.
1996 Stock
Option Plan
Common Stock,    464,482          6.00-11.125(2)   4,913,520.90     1,488.95
par value        535,518            10.94(3)       5,858,566.90     1,775.32
$.01 per share

Lycos, Inc.1996
Non-Employee
Director Stock
Option Plan

Common Stock,     10,000            11.50(2)          115,000          34.85
par value         90,000            10.94(3)          984,600         298.36
$.01 per share

Lycos, Inc. 1996
Employee Stock
Purchase Plan

Common Stock,    250,000            10.94(3)        2,735,000         828.79
par value
$.01 per share __________                          ___________       _______
               2,350,000                          $17,793,061.96    $5,391.84

(1) Also  registered  hereunder are such  additional  number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plan to which this Registration Statement relates.

(2) All such shares are issuable upon exercise of outstanding options with fixed
exercise prices.  Pursuant to Rule 457(h),  the aggregate offering price and the
fee have been  computed  upon the basis of the price at which the options may be
exercised.

(3) None of such shares are subject to outstanding  options.  The exercise price
of such options shall be determined at the time of grant. Accordingly,  pursuant
to Rule 457(c) and (h),  the price of $10.94 per share,  which is the average of
the high and low sale  prices  reported  on the Nasdaq  Stock  Market,  Inc.  on
October 3, 1996, is set forth solely for purposes of calculating the filing fee.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  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.

         (a) The Company's Prospectus dated April 1, 1996 filed pursuant to Rule
424(b)  under the  Securities  Act of 1933,  which  contains  audited  financial
statements for the Company's  latest fiscal year for which such  statements have
been filed.

         (b) All of the reports  filed by the Company  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 Prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed by the Company 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

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, A Professional Corporation, Boston, Massachusetts.
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 the Company's  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 the Company, and with respect to any criminal action or proceeding,
actions that the indemnitee has no reasonable choice to believe were unlawful.

         The Company  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 the Company  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 the Company.

         The Company has entered into separate  indemnification  agreements with
its  directors and  officers.  The  indemnification  agreements  create  certain
indemnification  obligations  of the  Company  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.

         Item 8.  Exhibits

         Number    Description

          4.1      Specimen of Stock Certificate representing shares of Common 
                   Stock(incorporated by reference to the Company's 
                   Registration Statement on Form S-1 filed with the Securities 
                   and Exchange Commission (Reg. No. 333-1354))

          4.2      Lycos, Inc. 1995 Stock Option Plan, as amended (incorporated 
                   by reference to the Company's Registration Statement on 
                   Form S-1 filed with the Securities and Exchange Commission 
                   (Reg. No. 333-1354))

          4.3      Lycos, Inc. 1996 Stock Option Plan, as amended (incorporated 
                   by reference to the Company's Registration Statement on Form 
                   S-1 filed with the Securities and Exchange Commission 
                   (Reg. No. 333-1354))
4.4      Lycos, Inc. 1996 Non-Employee Director Stock Option Plan,
                   amended(incorporated by reference to the Company's 
                   Registration Statement on Form S-1 filed with the Securities 
                   and Exchange Commission (Reg. No. 333-1354))

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

         5.1       Opinion of Hutchins, Wheeler & Dittmar, A Professional
                   Corporation, as to legality of shares being registered and 
                   consent of Hutchins, Wheeler & Dittmar, A Professional 
                   Corporation

        23.1       Consent of KPMG Peat Marwick LLP

        Item 9.  Undertakings

        The undersigned Registrant hereby undertakes the following:

        (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;
Provided,  however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference 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 to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is  sent  or  give,  the  latest  annual  report  to  security  holders  that is
incorporated  by  reference  in the  prospectus  and  furnished  pursuant to and
meeting  the  requirements  of Rule  14a-3 or Rule  14c-3  under the  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.

                (c) 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 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.

                (d) The undersigned registrant hereby undertakes,  that, 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.

                       * * * * * * * * * * * * * * * * * *
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant 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 Marlborough, Massachusetts on October 8, 1996.

                                         LYCOS, INC.

                                         /s/ Robert J. Davis
                                         Robert J. Davis
                                         President and Chief Executive Officer

        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,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

         Signature                        Title                      Date

   /s/ Robert J. Davis             President, Chief             October 8, 1996
Robert J. Davis                    Executive Officer
                                   and Director
                                   (principal executive
                                   officer)

  /s/ Edward M. Philip              Chief Financial Officer,    October 8, 1996
Edward M. Philip                    Secretary and
                                    Treasurer
                                    (principal financial
                                    and accounting
                                    officer)

 /s/ John J. Connors, Jr.           Director                    October 8, 1996
John J. Connors, Jr.
/s/ Daniel J. Nova                 Director                    October 8, 1996
Daniel J. Nova

 /s/ David S. Wetherell             Director                    October 8, 1996
David S. Wetherell
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

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