As filed with the Securities and Exchange Commission on September 24, 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 issuer as specified in its charter)

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

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

                   WIRED VENTURES, INC. EQUITY INCENTIVE PLAN
                            (Full title of the Plan)

                                 Robert J. Davis
                      President and Chief Executive Officer
                                   Lycos, Inc.
                             400-2 Totten Pond Road
                          Waltham, Massachusetts 02451
                     (Name and address of agent for service)

                                 (781) 370-2700
          (Telephone number, including area code, of agent for service)

                                    copy to:

                         Francis J. Feeney, 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)


<PAGE>




                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


Title of Securities to be   Amount to be registered    Proposed Maximum           Proposed Maximum           Amount of Registration
registered                                             Offering Price Per Unit    Aggregate Offering Price   Fee
<S>                         <C>                           <C>                       <C>                           <C>

WIRED VENTURES, INC.
EQUITY INCENTIVE PLAN(1)
Common Stock,
$0.01 par value.            1,188 Shares                  $14.27 (2)                $16,952.76(2)                 $4.72(2)
</TABLE>


(1) Pursuant to the Agreement and Plan of Merger and Reorganization  dated as of
May 26, 1999, among Registrant,  BF Acquisition Corp., Wired Ventures,  Inc. and
the stockholder  representatives of Wired Ventures,  Inc.,  Registrant  assumed,
effective June 30, 1999,  all  outstanding  options to purchase  common stock of
Wired  Ventures  under  the  Equity  Incentive  Plan,  and such  options  became
exercisable to purchase shares of Registrant's  common stock,  with  appropriate
adjustments to the number of shares and exercise price of each assumed option.

(2) Computed in accordance  with Rule 457(h) under the Securities Act solely for
the purpose of calculating  the  registration  fee. All such shares are issuable
upon the  exercise  of  outstanding  options  with fixed  exercise  prices.  The
computation  with respect to such  outstanding  options is based on the weighted
average per share exercise price of the options, the shares issuable under which
are registered hereby.



<PAGE>






                                     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.

         (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 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 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  Hutchins,  Wheeler & Dittmar,  A
Professional Corporation, 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 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.



<PAGE>


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8. EXHIBITS

Exhibit
Number
4.1      Wired Ventures, Inc. Equity Incentive Plan.

5.1      Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.

23.1     Consent of KPMG LLP Boston, Independent Accountants regarding Lycos,
         Inc.

23.2     Consent of KPMG LLP San Francisco, Independent Accountants regarding
         Wired Ventures, Inc.

23.3     Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation.
           (included in Exhibit 5.1).

24.1     Powers of Attorney (included on page II-3).

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)(1)(i) and  (a)(1)(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 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.

       (c) 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.



<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 the City of Waltham,  Commonwealth of Massachusetts on September
24, 1999.

                                       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.
<TABLE>
<S>                                                 <C>                                           <C>

         Signature                                  Title                                         Date
/s/ Robert J. Davis                                 President, Chief  Executive Officer and       September 24, 1999
Robert J. Davis                                     Director (principal executive officer)


/s/ Edward M. Philip                                Chief Operating Officer, Chief Financial      September 24, 1999
Edward M. Philip                                    Officer and Secretary (principal financial
                                                    and accounting officer)
/s/ John M. Connors, Jr.                            Director                                      September 24, 1999
John M. Connors, Jr.


/s/ Daniel J. Nova                                  Director                                      September 24, 1999
Daniel J. Nova


/s/ Richard H. Sabot                                Director                                      September 24, 1999
Richard H. Sabot


</TABLE>


<PAGE>






                                INDEX TO EXHIBITS

Exhibit
Number

4.1        Wired Ventures, Inc. Equity Incentive Plan.

5.1        Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.

23.1       Consent of KPMG LLP Boston, Independent Accountants regarding Lycos,
           Inc.

23.2       Consent of KPMG LLP San Francisco, Independent Accountants regarding
           Wired Ventures, Inc.

23.3       Consent of Hutchins,  Wheeler & Dittmar,  A Professional  Corporation
           (included in Exhibit 5.1).

24.1       Powers of Attorney (See page II-3).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15859}]
{"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": "333-87779", "film-number": "99716951"}, "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"}}
As filed with the Securities and Exchange Commission on September 24, 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 issuer as specified in its charter)

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

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

                   WIRED VENTURES, INC. EQUITY INCENTIVE PLAN
                            (Full title of the Plan)

                                 Robert J. Davis
                      President and Chief Executive Officer
                                   Lycos, Inc.
                             400-2 Totten Pond Road
                          Waltham, Massachusetts 02451
                     (Name and address of agent for service)

                                 (781) 370-2700
          (Telephone number, including area code, of agent for service)

                                    copy to:

                         Francis J. Feeney, 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
Title of Securities to be   Amount to be registered    Proposed Maximum           Proposed Maximum           Amount of Registration
registered                                             Offering Price Per Unit    Aggregate Offering Price   Fee
WIRED VENTURES, INC.
EQUITY INCENTIVE PLAN(1)
Common Stock,
$0.01 par value.            1,188 Shares                  $14.27 (2)                $16,952.76(2)                 $4.72(2)
(1) Pursuant to the Agreement and Plan of Merger and Reorganization  dated as of
May 26, 1999, among Registrant,  BF Acquisition Corp., Wired Ventures,  Inc. and
the stockholder  representatives of Wired Ventures,  Inc.,  Registrant  assumed,
effective June 30, 1999,  all  outstanding  options to purchase  common stock of
Wired  Ventures  under  the  Equity  Incentive  Plan,  and such  options  became
exercisable to purchase shares of Registrant's  common stock,  with  appropriate
adjustments to the number of shares and exercise price of each assumed option.

(2) Computed in accordance  with Rule 457(h) under the Securities Act solely for
the purpose of calculating  the  registration  fee. All such shares are issuable
upon the  exercise  of  outstanding  options  with fixed  exercise  prices.  The
computation  with respect to such  outstanding  options is based on the weighted
average per share exercise price of the options, the shares issuable under which
are registered hereby.
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.

         (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 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 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  Hutchins,  Wheeler & Dittmar,  A
Professional Corporation, 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 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

Inapplicable.

ITEM 8. EXHIBITS

Exhibit
Number
4.1      Wired Ventures, Inc. Equity Incentive Plan.

5.1      Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.

23.1     Consent of KPMG LLP Boston, Independent Accountants regarding Lycos,
         Inc.

23.2     Consent of KPMG LLP San Francisco, Independent Accountants regarding
         Wired Ventures, Inc.

23.3     Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation.
           (included in Exhibit 5.1).

24.1     Powers of Attorney (included on page II-3).

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)(1)(i) and  (a)(1)(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 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.

       (c) 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 the City of Waltham,  Commonwealth of Massachusetts on September
24, 1999.

                                       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  Executive Officer and       September 24, 1999
Robert J. Davis                                     Director (principal executive officer)

/s/ Edward M. Philip                                Chief Operating Officer, Chief Financial      September 24, 1999
Edward M. Philip                                    Officer and Secretary (principal financial
                                                    and accounting officer)
/s/ John M. Connors, Jr.                            Director                                      September 24, 1999
John M. Connors, Jr.

/s/ Daniel J. Nova                                  Director                                      September 24, 1999
Daniel J. Nova

/s/ Richard H. Sabot                                Director                                      September 24, 1999
Richard H. Sabot
INDEX TO EXHIBITS

Exhibit
Number

4.1        Wired Ventures, Inc. Equity Incentive Plan.

5.1        Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.

23.1       Consent of KPMG LLP Boston, Independent Accountants regarding Lycos,
           Inc.

23.2       Consent of KPMG LLP San Francisco, Independent Accountants regarding
           Wired Ventures, Inc.

23.3       Consent of Hutchins,  Wheeler & Dittmar,  A Professional  Corporation
           (included in Exhibit 5.1).

24.1       Powers of Attorney (See page II-3).