FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Murray R Scott   2. Issuer Name and Ticker or Trading Symbol CMGI INC [CMGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 108 DOVER ROAD, - 3. Date of Earliest Transaction (Month/Day/Year) 11/12/2004 (Street) WELLESLEY, MA 02420 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock (1) 11/12/2004   S   46,418 D $ 1.5765 2,463,576 D   Common Stock (2) 11/12/2004   S   46,634 D $ 1.5765 2,474,982 D   Common Stock (3) 11/12/2004   S   46,634 D $ 1.5765 2,474,982 I By The Murray 2003 Qualified Annuity Trust Common Stock (4) 11/12/2004   S   35,633 D $ 1.5765 1,841,944 D   Common Stock (5) (6) 11/12/2004   S   35,633 D $ 1.5765 1,841,944 I by OCM Mezzanine Fund, L.P. Common Stock (4) 11/15/2004   S   28,409 D $ 1.5698 1,813,535 D   Common Stock (5) (6) 11/15/2004   S   28,409 D $ 1.5698 1,813,535 I by OCM Mezzanine Fund, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Murray R Scott 108 DOVER ROAD - WELLESLEY, MA 02420		X
Murray 2003 Qualified Annuity Trust C/O SAMUEL C. SICHKO 585 COMMERCIAL STREET BOSTON, MA 02109		X
SICHKO SAMUEL C C/O PRINCE, LOBEL, GLOVSKY & TYE LLP 585 COMMERCIAL STREET BOSTON, MA 02109		X
OCM MEZZANINE FUND LP 1301 AVENUE OF THE AMERICAS 34TH FLOOR NEW YORK, NY 10019		X
OAKTREE CAPITAL MANAGEMENT LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA 90071		X

Signatures

/s/ Kevin P. Lanouette (pursuant to Power of Attorney granted by R. Scott Murray)		11/16/2004
**Signature of Reporting Person		Date
/s/ Kevin P. Lanouette (pursuant to Power of Attorney granted by The Murray 2003 Qualified Annuity Trust)		11/16/2004
**Signature of Reporting Person		Date
/s/ Kevin P. Lanouette (pursuant to Power of Attorney granted by Samuel C. Sichko)		11/16/2004
**Signature of Reporting Person		Date
/s/ Kevin P. Lanouette (pursuant to Power of Attorney granted by OCM Mezzanine Fund, L.P.)		11/16/2004
**Signature of Reporting Person		Date
/s/ Kevin P. Lanouette (pursuant to Power of Attorney granted by Oaktree Capital Management, LLC)		11/16/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These securities are owned by R. Scott Murray. The reporting person is a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock.
(2)	These securities are owned by The Murray 2003 Qualified Annuity Trust. The reporting person is a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock.
(3)	These shares are owned by The Murray 2003 Qualified Annuity Trust for the benefit of R. Scott Murray's designees. The Murray 2003 Qualified Annuity Trust is a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock. Mr. Samuel C. Sichko is trustee of the trust and is reporting indirect beneficial ownership of these securities. Mr. Sichko disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(4)	These securities are owned by OCM Mezzanine Fund, L.P. The reporting person is a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock.
(5)	These securities are owned by OCM Mezzanine Fund, L.P. OCM Mezzanine Fund, L.P. is a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock. Oaktree Capital Management, LLC ("Oaktree") is reporting indirect beneficial ownership of these securities. Oaktree is a registered investment adviser under the Investment Advisers Act of 1940, as amended, acting as the general partner of OCM Mezzanine Fund, L.P.
(6)	Oaktree is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, David Kirchheimer, Sheldon M. Stone, D. Richard Masson, Larry W. Keele, Stephen A. Kaplan, Russel S. Bernard, John W. Moon, Kevin L. Clayton, and John B. Frank. Each of such persons may be deemed a beneficial owner of such securities by virtue of such status as members of Oaktree. Except to the extent of their respective pecuniary interests therein, Oaktree and each such person disclaims beneficial ownership of such securities and the filing of this Form shall not be construed as an admission that such person is the beneficial owner of any securities covered by this Form.

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