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Correspondence

 Confidential Treatment Requested by CMGI, Inc.

 Page CMGI 2005-001

 CMGI, INC.

 1100 Winter Street, Suite 4600

 Waltham, Massachusetts 02451

         January 28, 2005

 VIA EDGAR

 United States Securities and Exchange Commission

 450 Fifth Street, N.W.

 Judiciary Plaza

 Washington, D.C. 20549

          Re:

CMGI, Inc.

Form 10-K for fiscal year ended July 31, 2004

Filed October 14, 2004

Form 8-K filed August 2, 2004

File No. 000-23262

 Ladies and Gentlemen:

 On behalf of CMGI, Inc. (the “Company”), set forth below are the
Company’s responses to the comments of the Staff of the Securities and Exchange Commission, as set forth in your letter dated December 14, 2004 to Mr. Joseph C. Lawler, the Company’s President and Chief Executive Officer. The responses set
forth below have been organized in the same manner in which the Staff’s comments were organized. References to page numbers in the responses refer to the page numbers in the Company’s Annual Report on Form 10-K for the fiscal year ended
July 31, 2004.

 The Company acknowledges that the adequacy and
accuracy of the disclosure in the filings listed above is the responsibility of the Company. The Company also acknowledges that Staff comments, or changes to disclosure in response to Staff comments, do not foreclose the Commission from taking any
action with respect to the filings. Finally, the Company acknowledges that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Form 10-K for fiscal year ended July 31, 2004

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations, page 11

 Overview, page 11

 Comment 1. The Overview section appears to merely repeat information contained in the
Business section. As stated in Release No. 33-8350, the introduction or overview section should not be a duplicative layer of disclosure that merely repeats the more

 Confidential Treatment Requested by CMGI, Inc.

 Page CMGI 2005-002

detailed discussion and analysis contained in the filing. Please amend so that your Overview section focuses on discussing the most important matters that
management considers when evaluating the company’s financial condition and operating performance. As suggested by the Release, consider identifying and discussing key performance indicators, including non-financial performance indicators, that
management uses to manage its business and that would be material to investors. For example, in light of the diverse nature of the two lines of businesses, consider identifying any differences in the indicators that management uses to evaluate the
performance of its supply chain management business and venture capital business.

 Response:

 The Company proposes to revise the
indicated disclosure as follows:

 “Overview

 CMGI, through its SalesLink subsidiary, provides industry-leading global
supply chain management services and marketing distribution solutions. We provide extended supply chain management services and solutions to the technology industry on a global basis. These services and solutions include supply base and inventory
management, sourcing, manufacturing, configuration, assembly processes, EDI solutions offering direct connections with customers IT systems, distribution and fulfillment, e-commerce, order management, production, customer service and supply chain
design and consulting. We also provide marketing distribution services to our customers, fulfilling orders for promotional collateral and products by assembling and shipping the items requested. We also maintain interests in several venture capital
funds which invest in emerging, innovative and promising technologies and industries. An aggregate of $2.1 million was invested by our venture capital affiliates during fiscal 2004.

 Management evaluates operating performance based on net revenue, operating income (loss) and “non-GAAP operating income
(loss)”, which is defined as the operating income (loss) excluding net charges related to depreciation, long-lived asset impairment, restructuring, and amortization of intangible assets and stock-based compensation. For fiscal 2004, CMGI
reported net revenue of $397.4 million, an operating loss of $23.7 million and a non-GAAP operating loss of $11.0 million.

 As we entered fiscal 2004, we articulated the following goals:

•

Make strategic investments to expand globally;

•

Narrow our losses;

•

Preserve our cash; and

•

Improve our operating efficiencies.

 We believe our sales and cost savings initiatives implemented throughout fiscal 2004, in addition to our acquisition of Modus Media in August 2004,
represents substantial progress towards these goals. Following the Modus acquisition, we conduct

 Confidential Treatment Requested by CMGI, Inc.

 Page CMGI 2005-003

business in the United Kingdom, The Netherlands, Hungary, France, Singapore, Taiwan, China, Malaysia, Ireland and other foreign locations, in addition to the
Company’s North American operations. We expect to continue to develop, expand and refine our product and service offerings.

 As a large portion of our revenue comes from outsourcing services provided to customers such as hardware manufacturers, software publishers and consumer
electronics companies, our operating performance could be adversely affected by declines in the overall performance of the technology sector. The markets for our supply chain management and marketing distribution products and services are very
competitive. We also face pressure from our customers to continually realize efficiency gains in order to help our customers maintain their gross margins and profitability. Increased competition and customer demands for efficiency improvements may
result in price reductions, reduced gross margins and loss of market share. As a result of these competitive and customer pressures, the gross margins in our business are low. Increased competition arising from industry consolidation and/or low
demand for our customers’ products and services may hinder our ability to maintain or improve our gross margins, profitability and cash flows. We must continue to focus on margin improvement, through cost reductions and asset and employee
productivity gains in order to improve the profitability of our business and maintain our competitive position. We are reacting to margin and pricing pressures in several ways, including efforts to lower our cost to service customers, move work to
lower-cost venues, establish facilities closer to our customers to gain efficiencies, and add other service offerings at higher margins.

 We have a limited number of key customers that account for a significant percentage of our revenue. For the fiscal year ended July 31, 2004, one customer,
Hewlett Packard, accounted for approximately 71% of our consolidated net revenue. As a result of the Modus acquisition, we expect this customer concentration to be reduced below 40% in fiscal 2005. We currently do not have any agreements which
obligate any customer to buy a minimum amount of products or services from us. Consequently, our sales are subject to demand variability by our customers. The level and timing of orders placed by our customers vary for a variety of reasons,
including seasonal buying by end-users, the introduction of new technologies and general economic conditions. We expect to continue to derive the vast majority of our operating revenue from sales to a small number of key customers.

 In fiscal 2005, we will focus on the ModusLink integration, as well as on
expanding our customer base and service offerings, and capitalizing on outsourcing opportunities worldwide. Among the key external factors that will influence our fiscal 2005 performance are the continued improvement of global economic conditions,
especially in the technology sector, increased demand for our customers’ products, and increased demand for outsourcing services.”

 Results of Operations, page 13

 Confidential Treatment Requested by CMGI, Inc.

 Page CMGI 2005-004

 Comment 2. It is the position of the SEC staff that the MD&A section should provide an adequate discussion
of the underlying drivers of the business. The discussion should provide investors with an analysis and identification of significant issues as seen through the eyes of management.

•

We note that on page 13 you identify a number of factors that affected revenue. Please revise your disclosure to quantify the impact of each factor.

•

On page 14, you identified that the decrease of gross margin was attributed mainly to changes in the composition of products distributed and overall lower average per unit selling
prices. Please revise your disclosure to quantify the impact of each factor.

•

On page 15, you have identified a number of factors that contributed to the decline of G&A by 40%. Please revise your disclosure to quantify the impact of each factor.

 For additional guidance, refer to Item 303 of Regulation S-K and
SEC Interpretive Release No. 33-8350, “Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is located on our website at:
http://www.sec.gov/rules/interp/33-8350.htm.

 Response:

 The Company proposes to revise the indicated disclosures
as follows:

 Page 13

 “The decrease in revenue within the eBusiness and Fulfillment segment
during the fiscal year ended July 31, 2004, as compared to the prior year, was primarily attributable to lower order volumes and lower per unit selling prices for certain programs that support a major U.S. based original equipment manufacturer (OEM)
customer. These volume reductions were largely attributable to reduced product shipments as a result of changes in demand for a major customer’s products distributed from SalesLink’s U.S. operations. This year over year decrease in order
volumes resulted in a $6.7 million reduction in revenues, while the reduction in the average per unit selling price resulted in a $49.6 million reduction in revenues. In addition, the prior period included revenue of approximately $23.1 million
related to certain customer programs that were discontinued during the prior year and have not been replaced. The decrease in revenue from the prior period was partially offset by the addition of new projects which contributed revenues of $12.3
million, and stronger overall demand for our customers’ products in Europe during fiscal 2004, which generated incremental revenues of approximately $28.8 million.”

 Page 14

 “The decrease in the Company’s gross margins was primarily attributable to changes in the composition of products distributed for certain of our
customers and overall lower average per unit selling prices than in the prior year. This year over year decrease in average per unit selling prices resulted in a reduction in gross margins of approximately $4.8 million.”

 Confidential Treatment Requested by CMGI, Inc.

 Page CMGI 2005-005

 Page 15

 “General and administrative expenses decreased by 40% during the fiscal year ended July 31, 2004, as compared to the
prior fiscal year. This decrease was primarily attributable to headcount reductions in fiscal 2003 and in the current year at the Company’s corporate headquarters and its SalesLink subsidiary by 182 and 42 employees, respectively. These
headcount reductions resulted in a reduction of employee related expenses in fiscal 2004 of approximately $11.5 million. These headcount reductions were executed in connection with restructuring activities designed to reduce the overall cost
structure of the Company in response to decreased demand for SalesLink’s supply chain management services in the United States. General and administrative costs were also significantly lower in fiscal 2004 as compared to the prior year as a
result of other restructuring activities designed to reduce costs and improve productivity. These activities resulted in lower year over year costs related to the Company’s IT infrastructure, insurance programs, and real estate commitments by
approximately $4.0 million, $2.4 million and $7.9 million, respectively.

 The general and administrative expenses within the Other category primarily reflect the cost of the Company’s directors and officers insurance, costs associated with maintaining certain of the Company’s
information technology systems and costs associated with certain corporate administrative functions such as legal and finance which are not fully allocated to the Company’s subsidiary companies, and administrative costs related to the
Company’s venture capital affiliates. General and administrative expenses within the Other category, decreased compared to the same period in the prior fiscal year, primarily as a result of restructuring initiatives at the Company’s
corporate headquarters that were designed to reduce the overall cost structure of the Company. These restructuring initiatives primarily included headcount reductions of 116 and 18 employees in fiscal 2003 and fiscal 2004, respectively. These
headcount reductions resulted in lower employee related expenses in fiscal 2004 by approximately $7.7 million. In addition, the Company completed a substantial downsizing of its IT infrastructure which resulted in a reduction of IT related expenses
by approximately $2.6 million, and wrote off unutilized office space and equipment, which reduced our general and administrative expenses in fiscal 2004 by $8.5 million and $1.7 million, respectively. Additionally, during the fiscal year ended July
31, 2004, the Company incurred lower costs of $1.6 million related to its insurance programs, principally directors and officers insurance, as compared to the prior fiscal year. These cost reductions were partially offset by severance related costs
($1.0 million), costs associated with a potential acquisition that was not consummated ($1.3 million), and integration costs associated with the Modus acquisition ($0.7 million).”

 Comment 3. We note management’s forward-looking statement relating to future revenues as a result of its acquisition of Modus.
Please amend to provide more detail as to the future timing of management’s expectation that its supply chain management business will eventually achieve “nearly $1 billion in annual revenue.”

 Confidential Treatment Requested by CMGI, Inc.

 Page CMGI 2005-006

 Response:

 The Company proposes to revise the indicated disclosure as follows:

 “By acquiring Modus, CMGI expects to create a supply chain management market leader with nearly $1 billion in revenue
in fiscal 2005.”

 Comment 4. Please amend to explain why your
“[v]isibility remains relatively low” (page 14) and discuss any steps that you are taking to increase visibility.

 Response:

 The Company proposes to revise the indicated disclosure as follows:

 “The Company continues to see volatility in the global consumer electronics markets and as such maintains a
conservative view on order volumes and revenue. Our current ability to forecast the amount and timing of future order volumes is low, and we expect such condition to continue for the foreseeable future, as the Company is highly dependent upon the
business needs of its customers, whose businesses, in turn, depend upon various factors related to the high tech sector generally and demand for products and services in that industry. The Company sells primarily on a purchase order basis, rather
than pursuant to long-term contracts or contracts with minimum purchase requirements. These purchase orders are generally for quantities necessary to support near-term demand for our customers’ products. A significant portion of our customer
base operates in the technology sector, which is intensely competitive and very volatile. Our customers’ order volumes vary from quarter-to-quarter for a variety of reasons, incl