<PAGE>
FILED PURSUANT TO RULE 424(b)(3) AND RULE 424(c)
REGISTRATION STATEMENT NO. 333-32568
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 30, 2000 AND SUPPLEMENTED APRIL 14, 2000)
_______________________
This Prospectus Supplement supplements the Prospectus dated March 30, 2000
and supplemented as of April 14, 2000 (the "Prospectus") relating to the resale
of up to 564,045 shares of Common Stock, par value $.01 per share (the "Common
Stock"), of Lycos, Inc. (the "Company") by certain stockholders of the Company,
which Prospectus was filed as part of the Company's Registration Statement on
Form S-3 No. 333-32568.
_______________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AS PREVIOUSLY SUPPLEMENTED, TO WHICH IT RELATES IN CONNECTION WITH
THE OFFERING MADE PURSUANT TO THE PROSPECTUS (AS SUPPLEMENTED HEREBY), AND IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY OTHER PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS TO WHICH IT RELATES
NOR ANY SALE OF SHARES OF COMMON STOCK COVERED HEREBY SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION IN THIS PROSPECTUS
SUPPLEMENT IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT
INFORMATION IN THE PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
THEREOF (MARCH 30, 2000, AND AS PREVIOUSLY SUPPLEMENTED ON APRIL 14, 2000).
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS TO WHICH IT RELATES DO NOT
CONSTITUTE AN OFFER TO OR SOLICITATION OF ANY PERSON IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION MAY NOT BE LAWFULLY MADE.
_______________
The date of this Prospectus Supplement is June 21, 2000.
<PAGE>
This Prospectus Supplement updates certain information contained in the
"Selling Stockholders" section of the Prospectus. Except for information in
this Prospectus Supplement, reference should be made to the accompanying
Prospectus dated March 30, 2000 and supplemented April 14, 2000 and the
information incorporated therein by reference.
The following table amends the information set forth in the table in the
"Selling Stockholders" section of the Prospectus as follows:
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned If All
Prior To Offering And Being Shares Being Registered Hereunder
Registered For Sale(1)(2) Are Sold(1)(2)(3)
-------------------------------- ---------------------------------
Selling Stockholder Number Percent Number Percent
<S> <C> <C> <C> <C>
Chris Williams 103,527 * 0 0
Leigh Turner 94,971 * 0 0
J. Scott Benson 88,971 * 0 0
Anthony Antonuccio 69,645 * 0 0
Rich Levandov 33,880 * 0 0
Jerry Miller 25,325 * 0 0
Alan J. Dworsky 18,862 * 0 0
Siegmar Schmidt 17,112 * 0 0
Doug Core 12,662 * 0 0
Chris Fortier 8,452 * 0 0
Tom Walker 8,555 * 0 0
Edward Lee Perry Rev. Trust 6,331 * 0 0
Osprey Venture Capital
Partnership 6,331 * 0 0
Walter Burrage 6,331 * 0 0
One + Co. 6,287 * 0 0
Berklee College of Music 6,000 * 0 0
David R. Clark Rev. Trust 3,798 * 0 0
Jonathan Clark Rev. Trust 3,798 * 0 0
Kitty Clark Rev. Trust 3,798 * 0 0
Jonathan Piper 3,798 * 0 0
Greg Erman 3,165 * 0 0
Ted Weiss 3,165 * 0 0
Helen D. Burrage 2,374 * 0 0
Frank Strasburger 2,330 * 0 0
Alyssa Alden Burrage Min. Trust 2,215 * 0 0
Amanda Bancroft Burrage Min.
Trust 2,215 * 0 0
Christopher Lincoln Burrage
Min. Trust 2,215 * 0 0
Katherine Swan Burrage Min.
Trust 2,215 * 0 0
Susannah Derby Burrage Min.
Trust 2,215 * 0 0
Ann-Marie Sweeney 1,978 * 0 0
Walter Meigs 1,899 * 0 0
Patricia Riley 1,899 * 0 0
Gabriella Haroutunian 1,582 * 0 0
Jerome C. Hunsaker 1,582 * 0 0
Patricia Riley Rev. Trust 1,539
Mark Staton 1,187 * 0 0
Blaugrund, Herbert & Martin,
Incorporated 1,045 * 0 0
Rich Cohen 791 * 0 0
TOTAL 564,045 * 0 0
</TABLE>
________________
* Less than 1%.
<PAGE>
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities and Exchange Act of 1934, and
the information is not necessarily indicative of beneficial ownership for
any other purpose. Under Rule 13d-3, beneficial ownership includes any
shares as to which the individual has sole or shared voting power or
investment power and also any shares which the individual has the right to
acquire within 60 days of the date of this prospectus through the exercise
of any stock option or other right.
(2) Includes an aggregate of 112,806 shares of common stock beneficially owned
by the Selling Stockholders that have been deposited into an escrow account
pursuant to the Preferred Stock Purchase and Option Agreement dated as of
December 31, 1998 and amended as of January 3, 2000 by and among Lycos,
Valent and the other signatories thereto (the "Purchase and Option
Agreement"), the Agreement and Plan of Merger dated February 2, 2000 by and
among Lycos, Valent, Valent Acquisition Corp. and the Selling Stockholders
and the Escrow Agreement dated as of February 2, 2000 by and among Lycos,
State Street Bank and Trust Company and the representative of the Selling
Stockholders, to secure indemnity claims pursuant to the Purchase and
Option Agreement. The escrowed shares will be fully released from the
escrow on February 3, 2001, to the extent that no claims have been made by
Lycos against the escrowed shares prior to that date. State Street Bank
and Trust Company, the escrow agent, may, under certain limited
circumstances, sell the escrowed shares on or prior to February 2, 2001 for
expenses. Also includes 97,726 shares beneficially owned by Antonuccio,
Miller, Turner and Williams pledged to Lycos by those persons pursuant to
their employment agreements with Lycos to secure their obligations to Lycos
under those agreements. The pledged shares will be fully released by Lycos
on February 3, 2001, to the extent that no claims have been made against
Antonuccio, Miller, Turner or Williams by Lycos prior to that date.
(3) Assumes that the Selling Stockholders will sell all the shares set forth
above under "Shares Beneficially Owned Prior to Offering and Being
Registered for Sale." There can be no assurance that the Selling
Stockholders will sell all or any of the shares offered hereunder.
