LYCOS INC
S-8, 1998-08-19
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As filed with the Securities and Exchange Commission on August 19, 1998.
                                                  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)

                                 (781) 370-2700
              (Registrant's telephone number, including area code)

                         WHOWHERE? INC. 1995 STOCK 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, address and telephone number, including area code, of agent for service)

                                    copy to:

                         Michael J. Riccio, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600






<PAGE>

                         CALCULATION OF REGISTRATION FEE

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

<S>                                                  <C>                  <C>                  <C>                 <C>

WHOWHERE? INC. 1995 STOCK PLAN(1)
Common Stock,
$0.01 par value.                                     475,344 Shares       $16.19 (2)           $7,695,819.30(2)    $2,270.27(2)

</TABLE>




(1)      Pursuant  to the  Agreement  and Plan of  Merger  dated as of August 7,
         1998,  among  Registrant,  What  Acquisition  Corp. and WhoWhere?  Inc.
         ("WhoWhere"),  Registrant assumed, effective as of August 13, 1998, all
         of the  outstanding  options to purchase Common Stock of WhoWhere under
         the 1995 Stock Option  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

The following documents filed by Registrant with the Commission are incorporated
by reference:

1.       Registrant's Annual Report on Form 10-K for the year ended July 31,
         1997;

2.       Registrant's definitive Proxy Statement dated November 17, 1997, filed 
         in connection with the Registrant's December 17, 1997 Annual
         Meeting of Stockholders.

3.       Registrant's Quarterly Reports on Form 10-Q for the quarters ended 
         October 31, 1997, January 31, 1998 and April 30, 1998.

4.       Registrant's Current Reports on Form 8-K and Form 8-K/A, filed with the
         Commission on February 17, 1998, March 10, 1998, March 24, 1998, May 1,
         1998, May 15, 1998, June 30, 1998, August 11, 1998 and August 13, 1998.

5.       The description of Registrant's  Common Stock set forth in Registrant's
         Registration  Statement  on Form  8-A,  filed  with the  Commission  on
         February 23, 1996.

         All  reports  and  other  documents  filed by  Registrant  pursuant  to
Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act") after the date hereof, and prior to the filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which  deregisters all securities then remaining  unsold under
this  registration  statement,  shall be deemed to be  incorporated by reference
herein  and to be part  hereof  from the date of  filing of such  document.  Any
statement  contained in a document  incorporated  by  reference  herein shall be
deemed to be modified or  superseded  for  purposes  hereof to the extent that a
statement  contained herein (or in any other  subsequently  filed document which
also is incorporated by reference herein) modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed to constitute a
part hereof, except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         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 the Company.

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.



                                      II-1

<PAGE>



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

Exhibit
Number
4.1      WhoWhere? Inc. 1995 Stock Plan.

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

23.1     Consent of KPMG Peat Marwick LLP, Independent Accountants.

23.2     Consent of PricewaterhouseCoopers LLP, Independent Accountants.

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:

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

(4)      That,  for purposes of determining  any liability  under the Securities
         Act,  each filing of  Registrant's  annual  report  pursuant to Section
         13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
         filing of an employee  benefit plan's annual report pursuant to Section
         15(d) of the  Exchange  Act) 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.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted  to  directors,  officers and  controlling  persons of  Registrant
pursuant to the foregoing provisions, or otherwise,  Registrant has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the payment by  Registrant  of expenses
incurred or paid by a director,  officer or controlling  person of 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, 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  Securities  Act and will be  governed by the final
adjudication of such issue.



                                      II-2

<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 August 19,
1998.

                                        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>

         Signature                            Title                                 Date


<S>                                           <C>                                   <C>    


/s/ Robert J. Davis                           President, Chief Executive Officer    August 19, 1998
Robert J. Davis                               and Director (principal executive
                                              officer)


/s/ Edward M. Philip                         Chief Operating Officer,               August 19, 1998
Edward M. Philip                             Chief Financial Officer and
                                             Secretary (principal financial
                                             and accounting officer)


/s/ John M. Connors, Jr.                     Director                               August 19, 1998
John M. Connors, Jr.



/s/ Daniel J. Nova                           Director                               August 19, 1998
Daniel J. Nova



/s/ Richard H. Sabot                         Director                               August 19, 1998
Richard H. Sabot



/s/ David S. Wetherell                       Director                               August 19, 1998
David S. Wetherell

</TABLE>



                                      II-3

<PAGE>



                                INDEX TO EXHIBITS

Exhibit
Number

4.1      WhoWhere? Inc.  Stock Plan.

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

23.1     Consent of KPMG Peat Marwick LLP, Independent Accountants.

23.2     Consent of PricewaterhouseCoopers LLP, Independent Accountants.

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

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



                                      II-4


                                   EXHIBIT 4.1


                                 WHOWHERE? INC.

                                 1995 STOCK PLAN



         1.  Purposes of the Plan.  The  purposes of this 1995 Stock Plan are to
attract and retain the best  available  personnel for  positions of  substantial
responsibility,  to provide additional incentive to Employees and Consultants of
the Company  and its  Subsidiaries  and to promote the success of the  Company's
business.  Options  granted  under the Plan may be incentive  stock  options (as
defined  under  Section  422 of the  Code) or  nonstatutory  stock  options,  as
determined by the Administrator at the time of grant of an option and subject to
the  applicable  provisions  of Section  422 of the Code,  as  amended,  and the
regulations  promulgated  thereunder.  Stock purchase rights may also be granted
under the Plan.

         2.       Definitions.  As used herein, the following definitions shall
                  apply:

                  (a)      "Administrator" means the Board or any of its 
Committees appointed pursuant to Section 4 of the Plan.
                        

                  (b)      "Board" means the Board of Directors of the Company.

                  (c)      "Code" means the Internal Revenue Code of 1986, as 
amended.

                  (d)      "Committee" means the Committee appointed by the
Board in accordance with Section 4(a) of the Plan.

                  (e)      "Common Stock" means the Common Stock of the Company.

                  (f)      "Company" means WhoWhere? Inc., a California 
corporation.

                  (g) "Consultant" means any person,  including an advisor,  who
is engaged by the Company or any Parent or Subsidiary to render  services and is
compensated  for  such  services,  and  any  director  of  the  Company  whether
compensated  for such  services  or not,  provided  that if and in the event the
Company registers any class of any equity security pursuant to the Exchange Act,
the  term  Consultant  shall  thereafter  not  include  directors  who  are  not
compensated for their services or are paid only a director's fee by the Company.

                  (h) "Continuous Status as an Employee or Consultant" means the
absence  of any  interruption  or  termination  of  service  as an  Employee  or
Consultant.  Continuous  Status  as an  Employee  or  Consultant  shall  not  be
considered  interrupted  in the case of: (i) sick leave;  (ii)  military  leave;
(iii) any other leave of absence  approved by the  Administrator,  provided that
such  leave  is  for a  period  of  not  more  than  ninety  (90)  days,  unless
reemployment  upon the  expiration  of such leave is  guaranteed  by contract or
statute,  or unless provided  otherwise  pursuant to Company policy adopted from
time to time; or (iv) in the case of transfers  between locations of the Company
or between the Company,  its  Subsidiaries or their respective  successors.  For
purposes of this Plan,  a change in status from an Employee to a  Consultant  or
from a  Consultant  to an  Employee  will  not  constitute  an  interruption  of
Continuous Status as an Employee or Consultant.

                  (i)  "Employee"  means  any  person,  including  officers  and
directors,  employed by the Company or any Parent or  Subsidiary of the Company,
with the status of employment determined based upon such minimum number of hours
or periods worked as shall be determined by the Administrator in its discretion,
subject  to any  requirements  of the Code.  The  payment  by the  Company  of a
director's fee to a Director shall not be sufficient to constitute  "employment"
of such Director by the Company.

                  (j)      "Exchange Act" means the Securities Exchange Act of 
1934, as amended.

                  (k)      "Fair Market Value" means, as of any date, the fair 
market value of Common Stock determined as follows:
<PAGE>
                           (i)      If the Common Stock is listed on any
established stock exchange or a national market system including without 
limitation the National Market of the National Association of Securities
Dealers, Inc. Automated Quotation ("Nasdaq") System, its Fair Market Value shall
be the closing  sales price for such stock (or the closing bid, if no sales were
reported),  as  quoted on such  system or  exchange,  or the  exchange  with the
greatest volume of trading in the Common Stock,  for the last market trading day
prior to the time of  determination,  as reported in The Wall Street  Journal or
such other source as the Administrator deems reliable;

                           (ii)     If the Common Stock is quoted on the Nasdaq
System (but not on the National Market thereof) or regularly
quoted by a recognized  securities  dealer but selling  prices are not reported,
its Fair  Market  Value  shall be the mean  between  the high bid and low  asked
prices for the Common Stock for the last market trading day prior to the time of
determination,  as reported in The Wall Street  Journal or such other  source as
the Administrator deems reliable; or

                           (iii)    In the absence of an established market for 
the Common Stock, the Fair Market Value thereof shall be determined in good 
faith by the Administrator.

                  (l)  "Incentive  Stock  Option"  means an Option  intended  to
qualify as an incentive  stock  option  within the meaning of Section 422 of the
Code, as designated in the applicable written option agreement.

                  (m)      "Nonstatutory Stock Option" means an Option not 
intended to qualify as an Incentive Stock Option, as designated in
the applicable written option agreement.\

                  (n)      "Option" means a stock option granted pursuant to 
the Plan.

                  (o)      "Optioned Stock" means the Common Stock subject to 
an Option or a Stock Purchase Right.

                  (p)      "Optionee" means an Employee or Consultant who 
receives an Option or a Stock Purchase Right.

                  (q)  "Parent"  means a "parent  corporation",  whether  now or
hereafter  existing,  as defined in Section 424(e) of the Code, or any successor
provision.

                  (r)      "Plan" means this 1995 Stock Plan.

                  (s) "Reporting Person" means an officer,  director, or greater
than ten percent  shareholder  of the  Company  within the meaning of Rule 16a-2
under the Exchange  Act, who is required to file reports  pursuant to Rule 16a-3
under the Exchange Act.

                  (t)      "Restricted Stock" means shares of Common Stock 
acquired pursuant to a grant of a Stock Purchase Right under Section 10 below.

                  (u)  "Rule  16b-3"  means  Rule  l6b-3  promulgated  under the
Exchange  Act, as the same may be amended  from time to time,  or any  successor
provision.

                  (v)      "Share" means a share of the Common Stock, as 
adjusted in accordance with Section 12 of the Plan.
                           
                  (w) "Stock  Exchange" means any stock exchange or consolidated
stock price reporting  system on which prices for the Common Stock are quoted at
any given time.

                  (x)      "Stock Purchase Right" means the right to purchase 
Common Stock pursuant to Section 10 below.

                  (y) "Subsidiary" means a "subsidiary corporation," whether now
or  hereafter  existing,  as  defined  in  Section  424(f) of the  Code,  or any
successor provision.

<PAGE>
         3. Stock Subject to the Plan.  Subject to the  Provisions of Section 12
of the Plan the maximum aggregate number of Shares that may be optioned and sold
under  the  Plan  is  2,500,865  shares  of  Common  Stock.  The  Shares  may be
authorized, but unissued, or reacquired Common Stock. If an Option should expire
or become  unexercisable  for any reason  without having been exercised in full,
the unpurchased  Shares that were subject  thereto shall,  unless the Plan shall
have been  terminated,  become  available  for future  grant under the Plan.  In
addition,  any Shares of Common  Stock which are  retained by this  Company upon
exercise of an Option or Stock  Purchase  Right in order to satisfy the exercise
or purchase  price for such Option or Stock  Purchase  Right or any  withholding
taxes due with respect to such exercise shall be treated as not issued and shall
continue  to be  available  under the Plan.  Shares  repurchased  by the Company
pursuant  to any  repurchase  right  which  the  Company  may have  shall not be
available for future grant under the Plan.

         4.       Administration of the Plan.

                  (a)      Initial Plan Procedure.  Prior to the date, if any, 
upon which the Company becomes subject to the Exchange Act, the Plan shall be 
administered by the Board or a committee appointed by the Board.

                  (b)      Plan Procedure After the Date, if any, Upon Which 
the Company Becomes Subject to the Exchange Act.

                           (i)      Multiple Administrative Bodies.  If 
permitted by Rule l6b-3, the Plan may be administered by different bodies with 
respect to  directors,  non-director  officers  and  Employees  or Consultants 
who are not Reporting Persons.

                           (ii)     Administration With Respect to Reporting 
Persons.  With respect to grants of Options or Stock Purchase
Rights to Employees who are Reporting Persons, the Plan shall be administered by
(A) the Board if the Board may administer the Plan in compliance with Rule 16b-3
with respect to a plan intended to qualify  thereunder as a discretionary  plan,
or (B) a  committee  designated  by the  Board to  administer  the  Plan,  which
committee  shall be constituted in such a manner as to permit the Plan to comply
with Rule  16b-3 with  respect to a plan  intended  to qualify  thereunder  as a
discretionary  plan. Once  appointed,  such committee shall continue to serve in
its designated capacity until otherwise directed by the Board. From time to time
the Board may increase the size of the committee and appoint  additional members
thereof,  remove  members  (with or without  cause) and  appoint  new members in
substitution therefor, fill vacancies, however caused, and remove all members of
the committee and  thereafter  directly  administer  the Plan, all to the extent
permitted by Rule 16b-3 with respect to a plan intended to qualify thereunder as
a discretionary plan. No person serving as a member of an Administrator that has
authority with respect to grants to Reporting Persons
shall be  eligible  to receive  any grant  under the Plan which would cause such
member to cease to be "disinterested" within the meaning of Rule 16b- 3.

                           (iii)    Administration With Respect to Consultants 
and Other Employees.  With respect to grants of Options or Stock Purchase 
Rights to Employees or Consultants who are not Reporting Persons, the Plan 
shall be administered by (A) the Board or (B) a committee designated by
the Board,  which  committee shall be constituted in such a manner as to satisfy
the legal requirements  relating to the administration of incentive stock option
plans, if any, of California  corporate and securities  laws, of the Code and of
any applicable  Stock Exchange (the  "Applicable  Laws").  Once appointed,  such
Committee  shall  continue to serve in its designated  capacity until  otherwise
directed by the Board.  From time to time the Board may increase the size of the
Committee  and appoint  additional  members  thereof,  remove  members  (with or
without cause) and appoint new members in substitution therefor, fill vacancies,
however caused, and remove all members of the Committee and thereafter  directly
administer the Plan, all to the extent permitted by the Applicable Laws.

                  (c) Powers of the Administrator.  Subject to the provisions of
the Plan and in the case of a Committee,  the specific  duties  delegated by the
Board  to  such  Committee,   and  subject  to  the  approval  of  any  relevant
authorities,  including the approval,  if required,  of any Stock Exchange,  the
Administrator shall have the authority, in its discretion:

                           (i)      to determine the Fair Market Value of the 
Common Stock, in accordance with Section 2(k) of the Plan;

                           (ii)     to select the Consultants and Employees to 
whom Options and Stock Purchase Rights may from time to time be granted 
hereunder;

                           (iii)    to determine whether and to what extent 
Options and Stock Purchase Rights or any combination thereof are
granted hereunder;

                           (iv)     to determine the number of shares of Common
Stock to be covered by each such award granted hereunder;

<PAGE>
                           (v)      to approve forms of agreement for use under 
the Plan;

                           (vi)     to determine the terms and conditions, not 
inconsistent with the terms of the Plan, of any award granted
hereunder;

                           (vii)    to determine whether and under what 
circumstances an Option may be settled in cash under Section 9(f)
instead of Common Stock;

                           (viii)   to reduce the exercise price of any Option 
to the then current Fair Market Value if the Fair Market Value of
the Common Stock covered by such Option shall have declined since the date the 
Option was granted;

                           (ix)     to determine the terms and restrictions 
applicable to Stock Purchase Rights and the Restricted Stock purchased by 
exercising such Stock Purchase Rights; and

                           (x)      to construe and interpret the terms of the
Plan and awards granted pursuant to the Plan; and

                           (xi)     in order to fulfill the purposes of the 
Plan and without amending the Plan, to modify grants of Options or Stock 
Purchase  Rights to  participants  who are foreign  nationals or employed
outside of the United States in order to recognize differences in local law, tax
policies or customs.

                  (d)      Effect of Administrator's Decision.  All decisions, 
determinations and interpretations of the Administrator shall be
final and binding on all holders of Options or Stock Purchase Rights.

         5.       Eligibility.

                  (a) Recipients of Grants. Nonstatutory Stock Options and Stock
Purchase  Rights may be granted to Employees and  Consultants.  Incentive  Stock
Options may be granted only to Employees. An Employee or Consultant who has been
granted  an  Option  or Stock  Purchase  Right  may,  if he or she is  otherwise
eligible, be granted additional Options or Stock Purchase Rights.

                  (b) Type of Option.  Each Option  shall be  designated  in the
written option  agreement as either an Incentive  Stock Option or a Nonstatutory
Stock Option. However, notwithstanding such designations, to the extent that the
aggregate  Fair Market Value of Shares with respect to which Options  designated
as Incentive  Stock Options are  exercisable  for the first time by any Optionee
during  any  calendar  year  (under  all plans of the  Company  or any Parent or
Subsidiary)   exceeds  $100,000,   such  excess  Options  shall  be  treated  as
Nonstatutory Stock Options.  For purposes of this Section 5(b),  Incentive Stock
Options shall be taken into account in the order in which they were granted, and
the Fair Market Value of the Shares  subject to an Incentive  Stock Option shall
be determined as of the date of the grant of such Option.


                                      - 3 -

<PAGE>



                  (c) The Plan shall not confer upon any Optionee any right with
respect to  continuation  of  employment  or  consulting  relationship  with the
Company,  nor shall it  interfere in any way with such  Optionee's  right or the
Company's right to terminate his or her employment or consulting relationship at
any time, with or without cause.

         6. Term of Plan.  The Plan shall become  effective  upon the earlier to
occur  of its  adoption  by the  Board  of  Directors  or  its  approval  by the
shareholders  of the Company as  described  in Section 19 of the Plan.  It shall
continue in effect for a term of ten (10) years unless sooner  terminated  under
Section 15 of the Plan.

         7. Term of Option.  The term of each Option shall be the term stated in
the Option Agreement; provided, however, that the term shall be no more than ten
(10)  years  from the  date of  grant  thereof  or such  shorter  term as may be
provided in the Option  Agreement  and provided  further that, in the case of an
Option granted to an Optionee who, at the time the Option is granted, owns stock
representing  more than ten percent  (10%) of the voting power of all classes of
stock of the Company or any Parent or  Subsidiary,  the term of the Option shall
be five (5) years from the date of grant  thereof or such shorter term as may be
provided in the written option agreement.

         8.       Option Exercise Price and Consideration.

                  (a) The per share  exercise  price for the Shares to be issued
pursuant to exercise of an Option  shall be such price as is  determined  by the
Board and set forth in the  applicable  agreement,  but shall be  subject to the
following:

                           (i)      In the case of an Incentive Stock Option 
that is:

                                    (A)     granted to an Employee who, at the 
time of the grant of such Incentive Stock Option, owns stock
representing  more than ten percent  (10%) of the voting power of all classes of
stock of the Company or any Parent or  Subsidiary,  the per Share exercise price
shall be no less  than  110% of the Fair  Market  Value per Share on the date of
grant.

                                    (B)     granted to any other Employee, the 
per Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant.
<PAGE>
                           (ii)     In the case of a Nonstatutory Stock Option 
that is:

                                    (A)     granted to a person who, at the time
of the grant of such Option, owns stock representing more than ten  percent  
(10%) of the  voting  power  of all  classes  of stock of the Company or any 
Parent or  Subsidiary,  the per Share  exercise price shall be no
less than 110% of the Fair Market Value per Share on the date of the grant.

                                    (B)     granted to any person, the per Share
exercise price shall be no less than 85% of the Fair Market Value per Share on 
the date of grant.

                  (b) The  consideration  to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined
by the  Administrator  (and, in the case of an Incentive Stock Option,  shall be
determined at the time of grant) and may consist entirely of (1) cash (2) check,
(3) promissory  note,  (4) other Shares that (x) in the case of Shares  acquired
upon  exercise of an Option,  have been owned by the  Optionee for more than six
months on the date of surrender or such other period as may be required to avoid
a charge to the Company's earnings, and (y) have a Fair Market Value on the date
of surrender  equal to the  aggregate  exercise  price of the Shares as to which
such Option shall be exercised, (5) authorization for the Company to retain from
the total  number of Shares as to which the Option is  exercised  that number of
Shares having a Fair Market Value on the date of exercise  equal to the exercise
price for the total  number of Shares as to which the Option is  exercised,  (6)
delivery  of a  properly  executed  exercise  notice  together  with such  other
documentation as the Administrator and the broker, if applicable,  shall require
to effect an exercise  of the Option and  delivery to the Company of the sale or
loan proceeds  required to pay the exercise price and any  applicable  income or
employment taxes, (7) delivery of an irrevocable  subscription agreement for the
Shares  that  irrevocably  obligates  the option  holder to take and pay for the
Shares  not  more  than  twelve  months  after  the  date  of  delivery  of  the
subscription agreement, (8) any combination of the foregoing methods of payment,
or (9) such other consideration and method of payment for the issuance of Shares
to the extent permitted under Applicable Laws. In making its determination as to
the type of  consideration  to  accept,  the  Administrator  shall  consider  if
acceptance  of such  consideration  may be  reasonably  expected  to benefit the
Company.

         9.       Exercise of Option.

                  (a)  Procedure  for  Exercise;  Rights as a  Shareholder.  Any
Option  granted  hereunder  shall be  exercisable  at such  times and under such
conditions  as  determined  by the  Administrator,  and reflected in the written
option  agreement,  which may include vesting  requirements  and/or  performance
criteria  with respect to the Company  and/or the  Optionee;  provided that such
Option shall become exercisable at the rate of at least twenty percent (20%) per
year over five (5) years from the date the Option is granted.

                           An Option may not be  exercised  for a fraction  of a
Share.

                           An  Option  shall  be  deemed  to be  exercised  when
written notice of such exercise has been given to the Company in
accordance  with the terms of the Option by the person  entitled to exercise the
Option and the Company has received  full payment for the Shares with respect to
which the Option is  exercised.  Full payment may, as  authorized  by the Board,
consist of any consideration and method of payment

 <PAGE>



allowable  under  Section 8(b) of the Plan.  Until the issuance (as evidenced by
the  appropriate  entry on the  books  of the  Company  or of a duly  authorized
transfer agent of the Company) of the stock certificate  evidencing such Shares,
no right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock,  not  withstanding the exercise of the
Option.  The Company shall issue (or cause to be issued) such stock  certificate
promptly upon exercise of the Option.  No adjustment will be made for a dividend
or other  right  for  which  the  record  date is  prior  to the date the  stock
certificate is issued, except as provided in Section 12 of the Plan.

                           Exercise of an Option in any manner shall result in a
decrease in the number of Shares that thereafter may be available,
both for  purposes of the Plan and for sale under the  Option,  by the number of
Shares as to which the Option is exercised.

                  (b)  Termination  of Employment  or  Consulting  Relationship.
Subject to Section 9(c), in the event of termination of an Optionee's Continuous
Status as an Employee or  Consultant  with the Company,  such  Optionee may, but
only within  three (3) months (or such other period of time not less than thirty
(30) days as is determined by the Administrator,  with such determination in the
case of an Incentive  Stock Option being made at the time of grant of the Option
and not exceeding three (3) months) after the date of such  termination  (but in
no event later than the expiration  date of the term of such Option as set forth
in the Option  Agreement),  exercise  his or her  Option to the extent  that the
Optionee  was  entitled to exercise it at the date of such  termination.  To the
extent that Optionee was not entitled to exercise the Option at the date of such
termination,  or if  Optionee  does not  exercise  such  Option to the extent so
entitled  within the time  specified  herein,  the Option  shall  terminate.  No
termination  shall be deemed to occur and this  Section  9(b) shall not apply if
(i) the Optionee is a Consultant  who becomes an Employee;  or (ii) the Optionee
is an Employee who becomes a Consultant.

                  (c)      Disability of Optionee.

                           (i)      Notwithstanding Section 9(b) above, in the
event of termination of an Optionee's Continuous Status as an Employee or 
Consultant as a result of his or her total and permanent  disability
(within the meaning of Section  22(e)(3) of the Code),  Optionee  may,  but only
within  twelve (12) months  from the date of such  termination  (but in no event
later than the  expiration  date of the term of such  Option as set forth in the
Option  Agreement),  exercise  the Option to the extent  otherwise  entitled  to
exercise it at the date of such termination. To the extent that Optionee was not
entitled to exercise the Option at the date of termination,  or if Optionee does
not  exercise  such Option to the extent so entitled  within the time  specified
herein, the Option shall terminate.

                           (ii)     In the event of termination of an Optionee's
Continuous Status as an Employee or Consultant as a result of a
disability  which  does not fall  within  the  meaning  of total  and  permanent
disability  (as set forth in Section  22(e)(3) of the Code),  Optionee  may, but
only  within six (6) months from the date of such  termination  (but in no event
later than the  expiration  date of the term of such  Option as set forth in the
Option  Agreement),  exercise  the Option to the extent  otherwise  entitled  to
exercise it at the date of such  termination.  However,  to the extent that such
Optionee fails to exercise an Option which is an Incentive  Stock Option ("ISO")
(within the meaning of Section 422 of the Code)  within  three (3) months of the
date of such  termination,  the Option will not qualify for ISO treatment  under
the Code. To the extent that Optionee was not entitled to exercise the Option at
the date of  termination,  or if Optionee  does not exercise  such Option to the
extent so  entitled  within  six months  (6) from the date of  termination,  the
Option shall terminate.

                  (d)  Death  of  Optionee.  In the  event  of the  death  of an
Optionee  during the period of  Continuous  Status as an Employee or  Consultant
since the date of grant of the  Option,  or within  thirty  (30) days  following
termination of Optionee's  Continuous  Status as an Employee or Consultant,  the
Option may be exercised, at any time within six (6) months following the date of
death (but in no event later than the expiration date of the term of such Option
as set forth in the Option  Agreement),  by Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent of the right to exercise that had accrued at the date of death or, if
earlier, the date of termination of Optionee's  Continuous Status as an Employee
or  Consultant.  To the extent that  Optionee  was not  entitled to exercise the
Option at the date of death or  termination,  as the case may be, or if Optionee
does not  exercise  such  Option  to the  extent  so  entitled  within  the time
specified herein, the Option shall terminate.
<PAGE>
                  (e) Rule 16b-3.  Options  granted to Reporting  Persons  shall
comply  with  Rule  16b-3  and  shall  contain  such  additional  conditions  or
restrictions as may be required  thereunder to qualify for the maximum exemption
for Plan transactions.

                  (f) Buyout Provisions. The Administrator may at any time offer
to buy out for a payment in cash or Shares, an Option previously granted,  based
on  such  terms  and  conditions  as  the  Administrator   shall  establish  and
communicate to the Optionee at the time that such offer is made.

         10.      Stock Purchase Rights.

                  (a) Rights to Purchase.  Stock  Purchase  Rights may be issued
either alone,  in addition to, or in tandem with other awards  granted under the
Plan,  and/or  cash  awards made  outside of the Plan.  After the  Administrator
determines  that it will offer Stock  Purchase  Rights under the Plan,  it shall
advise the offeree in writing of the terms,  conditions and restrictions related
to the offer,  including the number of Shares that such person shall be entitled
to purchase, the price to be paid (which price shall not be less than 35% of the
Fair  Market  Value of the  Shares  as of the date of the  offer),  and the time
within which such person must accept such offer,  which shall in no event exceed
thirty  (30)  days  from  the  date  upon  which  the  Administrator   made  the
determination  to grant the Stock Purchase Right. The offer shall be accepted by
execution of a Restricted Stock purchase agreement in the form determined by the
Administrator.  Shares purchased pursuant to the grant of a Stock Purchase Right
shall be referred to herein as "Restricted Stock".

<PAGE>

                  (b) Repurchase  Option.  Unless the  Administrator  determines
otherwise,  the Restricted  Stock purchase  agreement  shall grant the Company a
repurchase option  exercisable upon the voluntary or involuntary  termination of
the purchaser's  employment with the Company for any reason  (including death or
disability).   The  purchase  price  for  Shares  repurchased  pursuant  to  the
Restricted Stock purchase agreement shall be the original purchase price paid by
the  purchaser  and may be  paid  by  cancellation  of any  indebtedness  of the
purchaser to the Company.  The repurchase option shall lapse at such rate as the
Administrator may determine, but at a minimum rate of 20% per year.


                  (c) Other Provisions.  The Restricted Stock purchase agreement
shall contain such other terms,  provisions and conditions not inconsistent with
the Plan as may be determined by the  Administrator in its sole  discretion.  In
addition, the provisions of Restricted Stock purchase agreements need not be the
same with respect to each purchaser.

                  (d) Rights as a Shareholder.  Once the Stock Purchase Right is
exercised,  the  purchaser  shall  have  the  rights  equivalent  to  those of a
shareholder, and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized  transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 12
of the Plan.

         11. Stock  Withholding to Satisfy  Withholding Tax Obligations.  At the
discretion of the Administrator,  Optionees may satisfy withholding  obligations
as  provided  in this  paragraph.  When an  Optionee  incurs  tax  liability  in
connection  with an Option or Stock  Purchase  Right,  which  tax  liability  is
subject to tax  withholding  under  applicable  tax laws,  and the  Optionee  is
obligated to pay the Company an amount required to be withheld under  applicable
tax laws, the Optionee may satisfy the withholding tax obligation by one or some
combination  of the  following  methods:  (a) by  cash  payment,  or (b)  out of
Optionee's current compensation,  (c) if permitted by the Administrator,  in its
discretion, by surrendering to the Company Shares that (i) in the case of Shares
previously  acquired from the Company,  have been owned by the Optionee for more
than six months on the date of  surrender,  and (ii) have a fair market value an
the date of surrender equal to or less than  Optionee's  marginal tax rate times
the ordinary income recognized,  or (d) by electing to have the Company withhold
from the Shares to be issued upon  exercise  of the Option,  or the Shares to be
issued in  connection  with the Stock  Purchase  Right,  if any,  that number of
Shares  having a fair market value equal to the amount  required to be withheld.
For this  purpose,  the fair market value of the Shares to be withheld  shall be
determined on the date that the amount of tax to be withheld is to be determined
(the "Tax Date").

                  Any surrender by a Reporting Person of previously owned Shares
to satisfy tax withholding obligations arising upon exercise of this Option must
comply with the applicable provisions of Rule 16b-3 and shall be subject to such
additional  conditions or restrictions as may be required  thereunder to qualify
for the maximum  exemption  from  Section 16 of the Exchange Act with respect to
Plan transactions.

                  All  elections  by an  Optionee  to have  Shares  withheld  to
satisfy  tax  withholding  obligations  shall  be  made  in  writing  in a  form
acceptable  to  the   Administrator  and  shall  be  subject  to  the  following
restrictions:

                  (a)      the election must be made on or prior to the 
applicable Tax Date;

                  (b)      once made, the election shall be irrevocable as to 
the particular Shares of the Option or Stock Purchase Right as to
which the election is made;

                  (c)      all elections shall be subject to the consent or 
disapproval of the Administrator;

<PAGE>
                  (d) if the Optionee is a Reporting  Person,  the election must
comply with the applicable provisions of Rule 16b-3 and shall be subject to such
additional  conditions or restrictions as may be required  thereunder to qualify
for the maximum  exemption  from  Section 16 of the Exchange Act with respect to
Plan transactions.

                  In the event the  election to have Shares  withheld is made by
an Optionee and the Tax Date is deferred under Section 83 of the Code because no
election is filed under  Section 83(b) of the Code,  the Optionee  shall receive
the full  number of Shares  with  respect to which the Option or Stock  Purchase
Right is  exercised  but such  Optionee  shall he  unconditionally  obligated to
tender back to the Company the proper number of Shares on the Tax Date.

         12.      Adjustments Upon Changes in Capitalization, Merger or Certain 
Other Transactions.

                  (a) Changes in Capitalization.  Subject to any required action
by the shareholders of the Company, the number of shares of Common Stock covered
by each outstanding  Option or Stock Purchase Right, and the number of shares of
Common Stock that have been  authorized  for  issuance  under the Plan but as to
which no Options or Stock  Purchase  Rights  have yet been  granted or that have
been returned to the Plan upon  cancellation or expiration of an Option or Stock
Purchase  Right,  as well as the price per share of Common Stock covered by each
such  outstanding  Option  or Stock  Purchase  Right,  shall be  proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination,  recapitalization  or  reclassification of the Common Stock, or any
other  increase  or  decrease  in the  number of issued  shares of Common  Stock
effected  without receipt of consideration  by the Company;  provided,  however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration."  Such adjustment shall
be made by the  Board,  whose  determination  in that  respect  shall be  final,
binding and conclusive.  Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities  convertible  into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall 
be made with respect to, the  number or price of shares of  Common  Stock  
subject  to an Option or Stock Purchase Right.

                  (b) Dissolution or  Liquidation.  In the event of the proposed
dissolution or  liquidation of the Company,  the Board shall notify the Optionee
at least fifteen (15) days prior to such proposed  action.  To the extent it has
not been previously exercised, the Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.

                  (c) Merger or Sale of Assets.  In the event of a proposed sale
of all or  substantially  all of the Company's assets or a merger of the Company
with or into another  corporation  where the  successor  corporation  issues its
securities  to the  Company's  shareholders,  each  outstanding  Option or Stock
Purchase  Right  shall be  assumed  or an  equivalent  option or right  shall be
substituted  by such  successor  corporation  or a parent or  subsidiary of such
successor corporation, unless the successor corporation does not agree to assume
the Option or Stock  Purchase  Right or to substitute  an  equivalent  option or
right,  in which case such Option or Stock Purchase  Right shall  terminate upon
the consummation of the merger or sale of assets.

<PAGE>
                  (d) Certain Distributions. In the event of any distribution to
the  Company's  shareholders  of  securities of any other entity or other assets
(other than dividends  payable in cash or stock of the Company)  without receipt
of  consideration  by the Company,  the  Administrator  may, in its  discretion,
appropriately  adjust  the  price  per share of  Common  Stock  covered  by each
outstanding  Option  or Stock  Purchase  Right to  reflect  the  effect  of such
distribution.

         13.  Non-Transferability  of Options and Stock Purchase Rights. Options
and Stock  Purchase  Rights may not be sold,  pledged,  assigned,  hypothecated,
transferred,  or disposed of in any manner  other than by will or by the laws of
descent or distribution and may be exercised or purchased during the lifetime of
the  Optionee or Stock  Purchase  Rights  Holder  only by the  Optionee or Stock
Purchase Rights Holder.

         14. Time of Granting  Options and Stock  Purchase  Rights.  The date of
grant of an Option or Stock Purchase Right shall, for all purposes,  be the date
on which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Board.  Notice of the
determination shall be given to each Employee or Consultant to whom an Option or
Stock Purchase  Right is so granted  within a reasonable  time after the date of
such grant.

         15.      Amendment and Termination of the Plan.

                  (a) Authority to Amend or Terminate. The Board may at any time
amend,  alter,  suspend or discontinue  the Plan, but no amendment,  alteration,
suspension or discontinuation  shall be made that would impair the rights of any
Optionee  under any grant  theretofore  made,  without  his or her  consent.  In
addition,  to the extent  necessary  and  desirable to comply with Rule 16b-3 or
with  Section  422 of the  Code  (or  any  other  applicable  law or  regulation
including  the  requirements  of any Stock  Exchange),  the Company shall obtain
shareholder approval of any Plan amendment in such a manner and to such a degree
as required.


                  (b)  Effect of  Amendment  or  Termination.  No  amendment  or
termination of the Plan shall  adversely  affect Options  already granted unless
mutually agreed  otherwise  between the Optionee and the Board,  which agreement
must be in writing and signed by the Optionee and the Company.

         16.  Conditions  Upon  Issuance of Shares.  Shares  shall not be issued
pursuant  to the  exercise  of an  Option or Stock  Purchase  Right  unless  the
exercise of such Option or Stock Purchase Right and the issuance and delivery of
such Shares pursuant  thereto shall comply with all relevant  provisions of law,
including,  without  limitation,  the  Securities  Act of 1933, as amended,  the
Exchange  Act,  the  rules  and  regulations  promulgated  thereunder,  and  the
requirements of any Stock Exchange. As a condition to the exercise of an Option,
the  Company  may require the person  exercising  such Option to  represent  and
warrant at the time of any such  exercise  that the  Shares are being  purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company,  such a representation  is
required by law.

         17. Reservation of Shares.  The Company,  during the term of this Plan,
will at all times reserve and keep  available  such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. The inability of the Company
to  obtain  authority  from  any  regulatory  body  having  jurisdiction,  which
authority  is deemed by the  Company's  counsel  to be  necessary  to the lawful
issuance  and sale of any Shares  hereunder,  shall  relieve  the Company of any
liability  in  respect of the  failure to issue or sell such  Shares as to which
such requisite authority shall not have been obtained.

         18.    Agreements.  Options and Stock Purchase Rights shall be 
evidenced by written agreements in such form as the Administrator shall
approve from time to time.

         19. Shareholder  Approval.  Continuance of the Plan shall be subject to
approval by the  shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted.  Such shareholder approval shall be obtained
in the degree and manner required under applicable state and federal law and the
rules of any Stock  Exchange upon which the Common Stock is listed.  All Options
and Stock  Purchase  Rights issued under the Plan shall become void in the event
such approval is not obtained.

         20.      Information to Optionees, and Purchasers.  The Company shall 
provide financial statements at least annually to each Optionee and to each
individual who acquired Shares Pursuant to the Plan, during the period such 
Optionee or purchaser has one or more Options or Stock Purchase Rights 
outstanding, and in the case of an individual who acquired Shares pursuant to 
the Plan, during the period such individual owns such Shares.
The Company shall not be required to provide such information if the issuance of
Options or Stock  Purchase  Rights  under the Plan is  limited to key  employees
whose duties in  connection  with the Company  assure their access to equivalent
information.



EXHIBIT 5.1

                               OPINION OF COUNSEL

                                                August 19, 1998

Lycos, Inc.
400-2 Totten Pond Road
Waltham, MA  02451

REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

         We  have  examined  the   Registration   Statement  on  Form  S-8  (the
"Registration  Statement") to be filed by Lycos,  Inc. (the  "Company") with the
Securities and Exchange  Commission  (the  "Commission")  on or about August 19,
1998 in connection  with the  registration  under the Securities Act of 1933, as
amended,  of 475,344 shares of the Company's  Common Stock reserved for issuance
under the Company's assumed WhoWhere?  Inc. 1995 Stock Plan (the "Plan"). As the
Company's  legal counsel in connection with this  transaction,  we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by the Company in connection with the sale and issuance of the foregoing  shares
under the Plan, (collectively, the "Shares").

Based upon the foregoing,  and having regard for such legal considerations as we
deem  relevant,  we are of the opinion that the Shares,  when issued and sold in
the manner described in the  Registration  Statement will be legally and validly
issued, fully paid and non-assessable.

         We  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration  Statement and to the references to us under the caption "Interests
of Named  Experts and  Counsel" in the  Registration  Statement,  including  the
Prospectus constituting a part thereof, and in any amendment thereto.

                                          Very truly yours,


                                         /s/ Hutchins, Wheeler & Dittmar
                                         HUTCHINS, WHEELER & DITTMAR,
                                         A Professional Corporation


Exhibit 23.1

                        INDEPENDENT ACCOUNTANTS' CONSENT

The Board of Directors
Lycos, Inc.:

We consent to the use of our reports incorporated herein by reference.


                            /s/ KPMG Peat Marwick LLP

Boston, Massachusetts
August 18, 1998



Exhibit 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the  inclusion in this  registration  statement on Form S-8 of our
report,   which   includes  an   explanatory   paragraph   concerning   WiseWire
Corporation's  ability to  continue  as a going  concern,  dated July 31,  1997,
except for the first  paragraph  of Note 5 as to which the date is  October  13,
1997 and Note 12 as to which the date is September  24,  1997,  on our audits of
the financial statements of WiseWire Corporation.


                                         /s/ PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania
August 17, 1998





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