content: <PAGE>   1
  
           As filed with the Securities and Exchange Commission on August 16, 2000
                                                        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 Registrant as specified in its charter)
  
  
                DELAWARE                                    04-3277338
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
  
                               400-2 TOTTEN POND ROAD
                                  WALTHAM, MA 02451
                 (Address of Principal Executive Offices) (Zip Code)
  
                                     ----------
  
  
                                MATCHMAKER.COM, INC.
                              1999 INCENTIVE STOCK PLAN
  
                              (Full title of the plans)
  
                                     ----------
  
                                   ROBERT J. DAVIS
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                   C/O LYCOS, INC.
                               400-2 TOTTEN POND ROAD
                                  WALTHAM, MA 02451
                 (Name and Address of Agent for Service of Process)
  
                                   (781) 370-2700
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                     ----------
  
                                      Copy to:
  
  
                               KENNETH J. GORDON, ESQ.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                  HIGH STREET TOWER
                                   125 HIGH STREET
                             BOSTON, MASSACHUSETTS 02110
                                   (617) 248-7000
  
  
  ================================================================================
  
  
  <PAGE>   2
  
  
  
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================
  
  <TABLE>
  <CAPTION>
  
                                                                       Proposed        Proposed
                                                                        Maximum        Maximum
                                                                       Offering       Aggregate
  Title of Securities                               Amount to be       Price Per       Offering          Amount of
  to be Registered                                   Registered        Share(1)        Price(1)     Registration Fee(1)
  ----------------------------------------------------------------------------------------------------------------------
  <S>                                               <C>               <C>             <C>                <C>
  MATCHMAKER.COM, INC.
  1999 INCENTIVE STOCK PLAN
  
  Common Stock (par value $.01 per share)              29,601            5.98          $177,014             $47
  
  ----------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  Based on outstanding options to purchase 29,601 shares of Lycos Common
       Stock as of August 16, 2000 under the Matchmaker.com, Inc. 1999 Incentive
       Stock Plan. All of such shares are issuable upon the exercise of
       outstanding options to purchase the number of shares at the exercise price
       listed above. Pursuant to Rule 457(h)(1), the aggregate offering price and
       the estimated registration fee have been computed upon the basis of the
       price at which the options may be exercised.
  
  
  
  
  
  
  
  
  
                                         -2-
  
  
  <PAGE>   3
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Securities and Exchange Commission (the
  "Commission") and the instructions to Form S-8, such documents are not being
  filed with the Commission either as part of this Registration Statement or as
  prospectuses or prospectus supplements pursuant to Rule 424.
  
  Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Lycos hereby incorporates by reference the documents listed in (a)
  through (c) below. Any statement contained in a document incorporated or deemed
  to be incorporated by reference in this Registration Statement shall be deemed
  to be modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained therein or in any other subsequently filed
  document that also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed to constitute a part of this Registration
  Statement, except as so modified or superseded.
  
       (a)       Lycos' annual report on Form 10-K for the fiscal year-ended July
  31, 1999, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
  Act of 1934.
  
       (b)       All other reports filed pursuant to Section 13(a) of 15(d) of the
  Securities Exchange Act of 1934 since July 31, 1999.
  
       (c)       The description of Lycos' Common Stock that is contained in the
  Registration Statement filed by Lycos on February 23, 1996 under the Securities
  Exchange Act of 1934, including any amendment or report filed for the purpose of
  updating such description.
  
       All documents subsequently filed with the Commission by Lycos pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered herein have been sold or which deregisters all securities
  then remaining unsold shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part thereof from the date of filing of such
  documents.
  
  Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           As permitted under the Delaware General Corporation Law, the Company's
  Amended and Restated By-laws provide for indemnification of Lycos' 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 Lycos, and with respect to any criminal action or proceeding,
  actions that the indemnitee has no reasonable choice to believe were unlawful.
  Lycos has
  
  
  
                                         -3-
  
  <PAGE>   4
  
  
  purchased insurance with respect to, among other things, the liabilities that
  may arise under the provisions referred to above. The directors and officers of
  Lycos 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 Lycos. Lycos has entered into separate indemnification agreements with its
  directors and officers. The indemnification agreements create certain
  indemnification obligations of Lycos 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.
  
  Item 8.  EXHIBITS.
  
  
  Exhibit No.                       Description of Exhibit
  -----------                       ----------------------
  
  5.1        Opinion of Testa, Hurwitz & Thibeault, LLP
  
  23.1       Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)
  
  23.2       Consent of KPMG LLP
  
  24.1       Power of Attorney (included as part of the signature page of this
             Registration Statement)
  
  
  
  Item 9.  UNDERTAKINGS.
           -------------
  
       (a)  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:
  
                      (i)  To include any prospectus required by Section 10(a)(3)
                           of the Securities Act of 1933;
  
                      (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective amendment
                           thereof) which, individually or in the aggregate,
                           represent a fundamental change in the information set
                           forth in the Registration Statement. Notwithstanding
                           the foregoing, any increase or decrease in volume of
                           securities offered (if the total dollar value of
                           securities offered would not exceed that which was
                           registered) and any deviation from the low or high end
                           of the estimated maximum offering range may be
                           reflected in the form of prospectus filed with the
                           Commission pursuant to Rule 424(b) if, in the
                           aggregate, the changes in volume and price represent no
                           more than a 20 percent change in the maximum aggregate
                           offering price set forth in the "Calculation of
                           Registration Fee" table in the effective Registration
                           Statement;
  
                     (iii) 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 of 1933, 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 the offering.
  
  
  
                                        -4-
  
  <PAGE>   5
  
  
  
       (b)  The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the Registrant's annual report pursuant to Section 13(a) or
            Section 15(d) of the Securities Exchange Act of 1934 (and, where
            applicable, each filing of an employee benefit plan's annual report
            pursuant to Section 15(d) of the Securities Exchange Act of 1934)
            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.
  
       (c)  Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the 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 of 1933
            and is, therefore, unenforceable. In the event that a claim for
            indemnification against such liabilities (other than the payment by
            the Registrant of expenses incurred or paid by a director, officer or
            controlling person of the 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,
            the 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 Act and will be
            governed by the final adjudication of such issue.
  
  
                                         -5-
  
  
  <PAGE>   6
  
  
  
                                     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 in the Commonwealth of Massachusetts, on this
  16th day of August, 2000.
  
                                     LYCOS, INC.
  
  
                                     By: /s/ Robert J. Davis
                                        ------------------------------------------
                                            Robert J. Davis
                                            President and Chief Executive Officer
  
  
                         POWER OF ATTORNEY AND SIGNATURES
  
       We, the undersigned officers and directors of Lycos, Inc., hereby severally
  constitute and appoint Robert J. Davis and Edward M. Philip, and each of them
  singly, our true and lawful attorneys, with full power to them and each of them
  singly, to sign for us in our names in the capacities indicated below, any
  amendments to this Registration Statement on Form S-8 (including post-effective
  amendments), and to file the same, with all exhibits thereto and other documents
  in connection therewith, with the Securities and Exchange Commission, and
  generally to do all things in our names and on our behalf in our capacities as
  officers and directors to enable Lycos, Inc., to comply with the provisions of
  the Securities Act of 1933, as amended, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  Registration Statement and all amendments thereto.
  
       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 date indicated.
  
  
  <TABLE>
  <CAPTION>
  
  
                 SIGNATURE                                      TITLE                                DATE
  
  <S>                                     <C>                                                 <C>
  /s/ Robert J. Davis                President and Chief Executive Officer
  ---------------------------------  (Principal Executive Officer)                        August 16, 2000
  Robert J. Davis
  
  
  /s/ Edward M. Philip               Chief Operating Officer, Chief Financial
  ---------------------------------  Officer and Secretary (Principal Financial and
  Edward M. Philip                   Accounting Officer)                                  August 16, 2000
  
  
  
  /s/ John M. Connors, Jr.           Director                                             August 16, 2000
  ---------------------------------
  John M. Connors, Jr.
  
  
                                     Director
  ---------------------------------
  Daniel J. Nova
  
  
  /s/ Robert H. Sabot                Director                                             August 16, 2000
  ---------------------------------
  Robert H. Sabot
  
  
  /s/ Peter Lund                     Director                                             August 16, 2000
  ---------------------------------
  Peter Lund
  
  
  
  </TABLE>
  <PAGE>   7
  
  
                                  INDEX TO EXHIBITS
  
  Exhibit No.        Description
  -----------        -----------
  
   5.1               Opinion of Testa, Hurwitz & Thibeault, LLP
  23.1               Consent of Testa, Hurwitz & Thibeault, LLP (included in
                     Exhibit 5.1)
  23.2               Consent of KPMG LLP
  24.1               Power of Attorney (included as part of the signature page to
                     this Registration Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "LYCOS, INC.", "secsgml_size_bytes": 17387}]
metadata_filer: {"company-data": {"conformed-name": "LYCOS INC", "cik": "0001007992", "assigned-sic": "7370", "irs-number": "043277338", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43928", "film-number": "704146"}, "business-address": {"street1": "400 2 TOTTEN POND ROAD", "city": "WALTHAM", "state": "MA", "zip": "02451", "phone": "7813702700"}, "mail-address": {"street1": "400-2 TOTTEN POND ROAD", "city": "WALTHAM", "state": "MA", "zip": "02154"}}
text: 1
  
           As filed with the Securities and Exchange Commission on August 16, 2000
                                                        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 Registrant as specified in its charter)
  
                DELAWARE                                    04-3277338
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
                               400-2 TOTTEN POND ROAD
                                  WALTHAM, MA 02451
                 (Address of Principal Executive Offices) (Zip Code)
  
                                     ----------
  
                                MATCHMAKER.COM, INC.
                              1999 INCENTIVE STOCK PLAN
  
                              (Full title of the plans)
  
                                     ----------
  
                                   ROBERT J. DAVIS
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                   C/O LYCOS, INC.
                               400-2 TOTTEN POND ROAD
                                  WALTHAM, MA 02451
                 (Name and Address of Agent for Service of Process)
  
                                   (781) 370-2700
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                     ----------
  
                                      Copy to:
  
                               KENNETH J. GORDON, ESQ.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                  HIGH STREET TOWER
                                   125 HIGH STREET
                             BOSTON, MASSACHUSETTS 02110
                                   (617) 248-7000
  
  ================================================================================
  2
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================
  Proposed        Proposed
                                                                        Maximum        Maximum
                                                                       Offering       Aggregate
  Title of Securities                               Amount to be       Price Per       Offering          Amount of
  to be Registered                                   Registered        Share(1)        Price(1)     Registration Fee(1)
  ----------------------------------------------------------------------------------------------------------------------
  MATCHMAKER.COM, INC.
  1999 INCENTIVE STOCK PLAN
  
  Common Stock (par value $.01 per share)              29,601            5.98          $177,014             $47
  
  ----------------------------------------------------------------------------------------------------------------------
  (1)  Based on outstanding options to purchase 29,601 shares of Lycos Common
       Stock as of August 16, 2000 under the Matchmaker.com, Inc. 1999 Incentive
       Stock Plan. All of such shares are issuable upon the exercise of
       outstanding options to purchase the number of shares at the exercise price
       listed above. Pursuant to Rule 457(h)(1), the aggregate offering price and
       the estimated registration fee have been computed upon the basis of the
       price at which the options may be exercised.
  
                                         -2-
  3
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Securities and Exchange Commission (the
  "Commission") and the instructions to Form S-8, such documents are not being
  filed with the Commission either as part of this Registration Statement or as
  prospectuses or prospectus supplements pursuant to Rule 424.
  
  Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Lycos hereby incorporates by reference the documents listed in (a)
  through (c) below. Any statement contained in a document incorporated or deemed
  to be incorporated by reference in this Registration Statement shall be deemed
  to be modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained therein or in any other subsequently filed
  document that also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed to constitute a part of this Registration
  Statement, except as so modified or superseded.
  
       (a)       Lycos' annual report on Form 10-K for the fiscal year-ended July
  31, 1999, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
  Act of 1934.
  
       (b)       All other reports filed pursuant to Section 13(a) of 15(d) of the
  Securities Exchange Act of 1934 since July 31, 1999.
  
       (c)       The description of Lycos' Common Stock that is contained in the
  Registration Statement filed by Lycos on February 23, 1996 under the Securities
  Exchange Act of 1934, including any amendment or report filed for the purpose of
  updating such description.
  
       All documents subsequently filed with the Commission by Lycos pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered herein have been sold or which deregisters all securities
  then remaining unsold shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part thereof from the date of filing of such
  documents.
  
  Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           As permitted under the Delaware General Corporation Law, the Company's
  Amended and Restated By-laws provide for indemnification of Lycos' 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 Lycos, and with respect to any criminal action or proceeding,
  actions that the indemnitee has no reasonable choice to believe were unlawful.
  Lycos has
  
                                         -3-
  4
  
  purchased insurance with respect to, among other things, the liabilities that
  may arise under the provisions referred to above. The directors and officers of
  Lycos 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 Lycos. Lycos has entered into separate indemnification agreements with its
  directors and officers. The indemnification agreements create certain
  indemnification obligations of Lycos 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.
  
  Item 8.  EXHIBITS.
  
  Exhibit No.                       Description of Exhibit
  -----------                       ----------------------
  
  5.1        Opinion of Testa, Hurwitz & Thibeault, LLP
  
  23.1       Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)
  
  23.2       Consent of KPMG LLP
  
  24.1       Power of Attorney (included as part of the signature page of this
             Registration Statement)
  
  Item 9.  UNDERTAKINGS.
           -------------
  
       (a)  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:
  
                      (i)  To include any prospectus required by Section 10(a)(3)
                           of the Securities Act of 1933;
  
                      (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective amendment
                           thereof) which, individually or in the aggregate,
                           represent a fundamental change in the information set
                           forth in the Registration Statement. Notwithstanding
                           the foregoing, any increase or decrease in volume of
                           securities offered (if the total dollar value of
                           securities offered would not exceed that which was
                           registered) and any deviation from the low or high end
                           of the estimated maximum offering range may be
                           reflected in the form of prospectus filed with the
                           Commission pursuant to Rule 424(b) if, in the
                           aggregate, the changes in volume and price represent no
                           more than a 20 percent change in the maximum aggregate
                           offering price set forth in the "Calculation of
                           Registration Fee" table in the effective Registration
                           Statement;
  
                     (iii) 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 of 1933, 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 the offering.
  
                                        -4-
  5
  
       (b)  The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the Registrant's annual report pursuant to Section 13(a) or
            Section 15(d) of the Securities Exchange Act of 1934 (and, where
            applicable, each filing of an employee benefit plan's annual report
            pursuant to Section 15(d) of the Securities Exchange Act of 1934)
            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.
  
       (c)  Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the 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 of 1933
            and is, therefore, unenforceable. In the event that a claim for
            indemnification against such liabilities (other than the payment by
            the Registrant of expenses incurred or paid by a director, officer or
            controlling person of the 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,
            the 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 Act and will be
            governed by the final adjudication of such issue.
  
                                         -5-
  6
  
                                     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 in the Commonwealth of Massachusetts, on this
  16th day of August, 2000.
  
                                     LYCOS, INC.
  
                                     By: /s/ Robert J. Davis
                                        ------------------------------------------
                                            Robert J. Davis
                                            President and Chief Executive Officer
  
                         POWER OF ATTORNEY AND SIGNATURES
  
       We, the undersigned officers and directors of Lycos, Inc., hereby severally
  constitute and appoint Robert J. Davis and Edward M. Philip, and each of them
  singly, our true and lawful attorneys, with full power to them and each of them
  singly, to sign for us in our names in the capacities indicated below, any
  amendments to this Registration Statement on Form S-8 (including post-effective
  amendments), and to file the same, with all exhibits thereto and other documents
  in connection therewith, with the Securities and Exchange Commission, and
  generally to do all things in our names and on our behalf in our capacities as
  officers and directors to enable Lycos, Inc., to comply with the provisions of
  the Securities Act of 1933, as amended, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  Registration Statement and all amendments thereto.
  
       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 date indicated.
  SIGNATURE                                      TITLE                                DATE
  /s/ Robert J. Davis                President and Chief Executive Officer
  ---------------------------------  (Principal Executive Officer)                        August 16, 2000
  Robert J. Davis
  
  /s/ Edward M. Philip               Chief Operating Officer, Chief Financial
  ---------------------------------  Officer and Secretary (Principal Financial and
  Edward M. Philip                   Accounting Officer)                                  August 16, 2000
  
  /s/ John M. Connors, Jr.           Director                                             August 16, 2000
  ---------------------------------
  John M. Connors, Jr.
  
                                     Director
  ---------------------------------
  Daniel J. Nova
  
  /s/ Robert H. Sabot                Director                                             August 16, 2000
  ---------------------------------
  Robert H. Sabot
  
  /s/ Peter Lund                     Director                                             August 16, 2000
  ---------------------------------
  Peter Lund
  7
  
                                  INDEX TO EXHIBITS
  
  Exhibit No.        Description
  -----------        -----------
  
   5.1               Opinion of Testa, Hurwitz & Thibeault, LLP
  23.1               Consent of Testa, Hurwitz & Thibeault, LLP (included in
                     Exhibit 5.1)
  23.2               Consent of KPMG LLP
  24.1               Power of Attorney (included as part of the signature page to
                     this Registration Statement)