FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-61413
ELEVENTH PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 24, 1998
4,185,124 SHARES
LYCOS, INC.
COMMON STOCK
This Eleventh Prospectus Supplement (the "Eleventh Prospectus Supplement")
supplements the Prospectus dated August 24, 1998 (the "Prospectus"), the
Prospectus Supplement dated September 15, 1998 (the "First Prospectus
Supplement"), the Second Prospectus Supplement dated October 28, 1998 (the
"Second Prospectus Supplement"), the Third Prospectus Supplement dated November
12, 1998 (the "Third Prospectus Supplement"), the Fourth Prospectus Supplement
dated November 18, 1998 (the "Fourth Prospectus Supplement"), the Fifth
Prospectus Supplement dated November 19, 1998 (the "Fifth Prospectus
Supplement"), the Sixth Prospectus Supplement dated December 1, 1998 (the "Sixth
Prospectus Supplement"), the Seventh Prospectus Supplement dated December 2,
1998 (the "Seventh Prospectus Supplement"), the Eighth Prospectus Supplement
dated December 4, 1998 (the "Eighth Prospectus Supplement"), the Ninth
Supplement dated December 21, 1998 (the "Ninth Prospectus Supplement") and the
Tenth Prospectus Supplement dated December 28, 1998 (the "Tenth 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, the First Prospectus Supplement, the Second Prospectus Supplement,
the Third Prospectus Supplement, the Fourth Prospectus Supplement, the Fifth
Prospectus Supplement, the Sixth Prospectus Supplement, the Seventh Prospectus
Supplement, the Eighth Prospectus Supplement, the Ninth Prospectus Supplement
and the Tenth Prospectus Supplement are hereby supplemented to reflect the gift
made by Robert M. Bass to (i) The Rockefeller University in the amount of
18,000 Shares; (ii) Yale University in the amount of 107,000 Shares; and (iii)
Stanford University in the amount of 101,010 Shares after the date of the
Prospectus, the First Prospectus Supplement, the Second Prospectus Supplement,
the Third
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Prospectus Supplement, the Fourth Prospectus Supplement, the Fifth Prospectus
Supplement, the Sixth Prospectus Supplement, the Seventh Prospectus Supplement,
the Eighth Prospectus Supplement, the Ninth Prospectus Supplement and the Tenth
Prospectus Supplement. This Eleventh Prospectus Supplement should be read in
conjunction with the Prospectus, the First Prospectus Supplement, the Second
Prospectus Supplement, the Third Prospectus Supplement, the Fourth Prospectus
Supplement, the Fifth Prospectus Supplement, the Sixth Prospectus Supplement,
the Seventh Prospectus Supplement, the Eighth Prospectus Supplement, the Ninth
Prospectus Supplement and the Tenth Prospectus Supplement, and is qualified by
reference to the Prospectus, the First Prospectus Supplement, the Second
Prospectus Supplement, the Third Prospectus Supplement, the Fourth Prospectus
Supplement, the Fifth Prospectus Supplement, the Sixth Prospectus Supplement,
the Seventh Prospectus Supplement, the Eighth Prospectus Supplement, the Ninth
Prospectus Supplement and the Tenth Prospectus Supplement, except to the extent
that the information herein contained supersedes the information contained in
the Prospectus, the First Prospectus Supplement, the Second Prospectus
Supplement, the Third Prospectus Supplement, the Fourth Prospectus Supplement,
the Fifth Prospectus Supplement, the Sixth Prospectus Supplement, the Seventh
Prospectus Supplement, the Eighth Prospectus Supplement, the Ninth Prospectus
Supplement and the Tenth Prospectus Supplement. Capitalized terms used in this
Eleventh Prospectus Supplement and not otherwise defined herein have the
meanings specified in the Prospectus.
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THE DATE OF THIS ELEVENTH PROSPECTUS SUPPLEMENT IS JANUARY 14, 1999
SELLING STOCKHOLDERS
On January 12, 1999, two hundred twenty-six thousand ten (226,010) of
the Shares beneficially owned by Robert M. Bass reflected in the Prospectus and
the supplements thereto were gifted to the following entities in the indicated
amounts: (i) The Rockefeller University in the amount of 18,000 Shares; (ii)
Yale University in the amount of 107,000 Shares; and (iii) Stanford University
in the amount of 101,010 Shares. The table of Selling Stockholders in the
Prospectus and the supplements thereto are hereby amended to reflect such gifts
and supplemented to specifically include Shares received in such gifts.
HWD: 380075-1
