Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LEAHY TERENCE M
   2. Issuer Name and Ticker or Trading Symbol
CMGI INC [CMGI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
27 MERIAM STREET		 3. Date of Earliest Transaction (Month/Day/Year)
11/09/2004
(Street)

LEXINGTON, MA 02420		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 11/09/2004   M   89,344 A $ 0.45 500,298 D  
Common Stock (1) 11/09/2004   M   10,656 A $ 0.45 500,298 D  
Common Stock (1) 11/09/2004   S   100,000 D $ 1.4766 500,298 D  
Common Stock (1) 11/10/2004   M   78,688 A $ 0.45 500,298 D  
Common Stock (1) 11/10/2004   M   44,672 A $ 0.45 500,298 D  
Common Stock (1) 11/10/2004   S   123,360 D $ 1.5445 500,298 D  
Common Stock (3) 11/09/2004   S   75,000 D $ 1.4766 1,381,150 D  
Common Stock (4) 11/09/2004   S   500,000 D $ 1.4766 895,370 D  
Common Stock (5) 11/11/2004   S   49,202 D $ 1.6641 1,877,577 D  
Common Stock (6) (7) 11/11/2004   S   49,202 D $ 1.6641 1,877,577 I by OCM Mezzanine Fund, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) granted March 17, 2003 (1) $ 0.45 11/09/2004   M     89,344   (2) 03/16/2013 Common Stock 89,344 $ 0 357,381 D  
Stock Option (right to buy) granted March 17, 2003 (1) $ 0.45 11/09/2004   M     10,656   (2) 03/16/2013 Common Stock 10,656 $ 0 346,725 D  
Stock Option (right to buy) granted March 17, 2003 (1) $ 0.45 11/10/2004   M     78,688   (2) 03/16/2013 Common Stock 78,688 $ 0 268,037 D  
Stock Option (right to buy) granted March 17, 2003 (1) $ 0.45 11/10/2004   M     44,672   (2) 03/16/2013 Common Stock 44,672 $ 0 223,365 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LEAHY TERENCE M
27 MERIAM STREET
LEXINGTON, MA 02420		     X    
COWAN RORY J
950 WINTER STREET, SUITE 2410
WALTHAM, MA 02451		     X    
Dechant Robert Thomas
2 SHASTA DRIVE
N. READING, MA 01864		     X    
OCM MEZZANINE FUND LP
1301 AVENUE OF THE AMERICAS 34TH FLOOR
NEW YORK, NY 10019		     X    
OAKTREE CAPITAL MANAGEMENT LLC
333 SOUTH GRAND AVENUE 28TH FLOOR
LOS ANGELES, CA 90071		     X    

Signatures

 /s/ Kevin P. Lanouette (pursuant to Power of Attorney granted by Terence M. Leahy)   11/12/2004
**Signature of Reporting Person Date
 /s/ Kevin P. Lanouette (pursuant to Power of Attorney granted by Rory J. Cowan)   11/12/2004
**Signature of Reporting Person Date
 /s/ Kevin P. Lanouette (pursuant to Power of Attorney granted by Robert T. Dechant)   11/12/2004
**Signature of Reporting Person Date
 /s/ Kevin P. Lanouette (pursuant to Power of Attorney granted by OCM Mezzanine Fund, L.P.)   11/12/2004
**Signature of Reporting Person Date
 /s/ Kevin P. Lanouette (pursuant to Power of Attorney granted by Oaktree Capital Management, LLC)   11/12/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These securities are owned by Robert T. Dechant. The reporting person is a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock.
(2) Option, when granted, vested as to (i) 25% on each of the first and second anniversary of the date of grant; (ii) 20% on each of the third and fourth anniversary of the date of grant; and (iii) 10% on the fifth anniversary of the date of grant. Effective August 2, 2004 (the date of the closing of the acquisition of Modus Media, Inc. by the issuer), one-third of the number of shares subject to the option that was not then vested became vested and exercisable. The number of shares subject to the option that will vest and become exercisable on each anniversary of the date of grant after August 2, 2004 will now be the number of shares that would otherwise have vested in accordance with the above-stated schedule, reduced by one-third. The shares subject to the option that are or become vested on or after August 2, 2004 shall be exercisable once vested.
(3) These securities are owned by Rory J. Cowan. The reporting person is a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock.
(4) These securities are owned by Terence M. Leahy. The reporting person is a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock.
(5) These securities are owned by OCM Mezzanine Fund, L.P. The reporting person is a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock.
(6) These securities are owned by OCM Mezzanine Fund, L.P. OCM Mezzanine Fund, L.P. is a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock. Oaktree Capital Management, LLC ("Oaktree") is reporting indirect beneficial ownership of these securities. Oaktree is a registered investment adviser under the Investment Advisers Act of 1940, as amended, acting as the general partner of OCM Mezzanine Fund, L.P.
(7) Oaktree is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, David Kirchheimer, Sheldon M. Stone, D. Richard Masson, Larry W. Keele, Stephen A. Kaplan, Russel S. Bernard, John W. Moon, Kevin L. Clayton, and John B. Frank. Each of such persons may be deemed a beneficial owner of such securities by virtue of such status as members of Oaktree. Except to the extent of their respective pecuniary interests therein, Oaktree and each such person disclaims beneficial ownership of such securities and the filing of this Form shall not be construed as an admission that such person is the beneficial owner of any securities covered by this Form.

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