FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-61413
SECOND PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 24, 1998
4,185,124 SHARES
LYCOS, INC.
COMMON STOCK
This Second Prospectus Supplement (the "Second Prospectus Supplement")
supplements the Prospectus dated August 24, 1998 (the "Prospectus") and the
Prospectus Supplement dated September 15, 1998 (the "First Prospectus
Supplement") of Lycos, Inc. ("Lycos" or the "Company") relating to the public
offering, which is not being underwritten, and sale of up to 4,185,124 shares of
Common Stock, par value $0.01 per share (the "Shares") of the Company, which may
be offered and sold from time to time by certain stockholders of the Company or
by pledgees, donees, transferees or other successors in interest that receive
such shares as a gift, partnership distribution or other non-sale related
transfer (the "Selling Stockholders"). The Company will receive no part of the
proceeds of such sales. The Shares were originally issued or reserved for
issuance by the Company in connection with the Company's acquisition of
WhoWhere? Inc., a California corporation, by and through a merger of a
wholly-owned subsidiary of Lycos, What Acquisition Corp., with and into
WhoWhere? Inc. (the "Acquisition"). The "Selling Stockholders" Section of the
Prospectus and the First Prospectus Supplement are hereby supplemented to
reflect the gifts made by (i) The Board of Trustees of the Leland Stanford, Jr.
University to Stanford University in the amount of 2,731 Shares and (ii)
Priyaranjan Sinha to (a) Priyaranjan Sinha TTEE The Sinha 1998 Charitable Trust
U/A Dtd 9/10/98 in the amount of 31,540 Shares and (b) Neela Shukla &
Priyaranjan Sinha TTEE The Shukla 1998 Charitable Trust U/A Dtd 9/10/98 in the
amount of 31,540 Shares after the date of the Prospectus and the First
Prospectus Supplement. This Second Prospectus Supplement should be read in
conjunction with the Prospectus and the First Prospectus Supplement, and is
qualified by reference to the Prospectus and the First Prospectus Supplement
except to the extent that the information herein contained supersedes the
information contained in the Prospectus and the First Prospectus Supplement.
Capitalized terms used in this Second Prospectus Supplement and not otherwise
defined herein have the meanings specified in the Prospectus.
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THE DATE OF THIS SECOND PROSPECTUS SUPPLEMENT IS OCTOBER 28, 1998
SELLING STOCKHOLDERS
On September 24, 1998, (i) thirty-one thousand five hundred forty
(31,540) of the Shares beneficially owned by Priyaranjan Sinha and reflected in
the Prospectus and the First Prospectus Supplement were gifted to Priyaranjan
Sinha TTEE The Sinha 1998 Charitable Trust U/A Dtd 9/10/98 and (ii) thirty-one
thousand five hundred forty (31,540) of the Shares beneficially owned by
Priyaranjan Sinha and reflected in the Prospectus and the First Prospectus
Supplement were gifted to Neela Shukla & Priyaranjan Sinha TTEE The Shukla 1998
Charitable Trust U/A Dtd 9/10/98. On October 10, 1998, two thousand seven
hundred thirty-one (2,731) of the Shares beneficially owned by The Board of
Trustees of the Leland Stanford, Jr. University and reflected in the Prospectus
and the First Prospectus Supplement were gifted to Stanford University. The
table of Selling Stockholders in the Prospectus and the First Prospectus
Supplement are hereby supplemented to include the number of Shares
beneficially owned by Stanford University, Priyaranjan Sinha TTEE The Sinha
1998 Charitable Trust U/A Dtd 9/10/98 and Neela Shukla & Priyaranjan Sinha TTEE
The Shukla 1998 Charitable Trust U/A Dtd 9/10/98, that may be offered for sale
from time to time by the Prospectus, the First Prospectus Supplement and
this Second Prospectus Supplement.
