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               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
                            WASHINGTON, D.C. 20549
 
                                  FORM 10-K/A
 
                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
 
                       FOR THE YEAR ENDED JULY 31, 1996
 
                        COMMISSION FILE NUMBER 0-27830
 
                                  LYCOS, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
              DELAWARE                                 04-3277338
   (STATE OR OTHER JURISDICTION OF          (IRS EMPLOYER IDENTIFICATION NO.)
   INCORPORATION OR ORGANIZATION)
 
           293 BOSTON POST ROAD WEST, MARLBORO, MASSACHUSETTS 01752
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
                                (508)-229-0717
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
                               ----------------
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                     NONE
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                          COMMON STOCK $.01 PAR VALUE
 
  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X  No
 
  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.    [X]
 
  The aggregate market value of voting stock held by non-affiliates of the
registrant as of October 24, 1996 was $56,082,787 (based on the last reported
sale price on the Nasdaq National Market on that date).
 
  The number of shares outstanding of the registrant's Common Stock as of
October 24, 1996 was 13,792,896.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
  Specifically identified information in the definitive Proxy Statement for
the 1996 Annual Meeting of Shareholders to be held on December 18, 1996, is
incorporated by reference into Part III herein.
 
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     This Amendment reflects the amendment to Item 14(c) of the Registrant's 
Annual Report on Form 10-K to include the Financial Data Schedule for the period
ending July 31, 1996 as Exhibit 27.
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                                   SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       LYCOS, INC.


                                       By:  /s/ Edward M. Philip
                                          -----------------------------
                                          Name: Edward M. Philip
                                          Chief Financial Officer
                                          (Principal Financial Officer)

Dated: November 27, 1996