<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                         (Amendment No. 1 to Form 10-K)

          [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended July 31, 2001

        [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       For the transition period from       to    .

                                 _______________

                        Commission file number 000-26671

                                  ENGAGE, INC.

              Delaware                                   04-3281378
   (State or Other Jurisdiction of                    (I.R.S. Employer
    Incorporation or Organization)                   Identification No.)

 100 Brickstone Square, Andover, Massachusetts             01810
   (Address of Principal Executive Offices)              (Zip Code)

                                 (978) 684-3884
              (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 per share
                                (Title of Class)

                                 _______________

   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. [_]

   The aggregate market value of the Common Stock held by non-affiliates of the
registrant (without admitting that any person whose shares are not included in
determining such value is an affiliate) as of October 14, 2001 was approximately
$9,632,000.

   The number of shares outstanding of the registrant's Common Stock as of
October 14, 2001 was 196,673,925.

                   AMENDMENT TO THE ANNUAL REPORT ON FORM 10-K
                     FOR THE FISCAL YEAR ENDED JULY 31, 2001

   This Amendment No. 1 to the Annual Report on Form 10-K for Engage, Inc. is
being filed to add the information required in Part III and to file Exhibit 21.1
hereto.

<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Board of Directors

    Our Amended and Restated By-laws provide for Engage's business to be managed
by or under its Board of Directors. As of the date of our last annual meeting,
there were six directors, Edward Bennett, Christopher Evans, Andrew Hajducky,
Anthony Nuzzo, Frederic Rosen and David Wetherell. On February 27, 2001, the
Board of Directors voted to increase the number of directorships from six to
seven and filled the vacancy created by the increase in directorships by
appointing Frank Campanella to the Board.

    Fredric Rosen and Andrew Hajducky resigned from our Board of Directors on
July 5, 2001 and July 9, 2001, respectively. On July 17, 2001, the Board filled
one of these vacancies by appointing George McMillan to the Board of Directors.
In addition, Anthony Nuzzo, Christopher Evans and Frank Campanella resigned from
the Board of Directors on September 20, 2001, September 21, 2001 and September
25, 2001, respectively. On September 20, 2001, the Board filled the vacancy
created by Mr. Nuzzo's resignation by appointing Christopher Cuddy to the Board
of Directors. On October 4, 2001, the Board of Directors voted to decrease the
number of directorships from seven to five.

    Our By-laws provide that our directors will be elected at each annual
meeting of our stockholders to serve until the next annual meeting of
stockholders or until their successors are duly elected and qualified.

    Set forth below are the name, age and the positions and offices held by each
of our directors, his principal occupation and business experience during at
least the past five years and the names of other publicly-held companies of
which he serves as a director.

    Edward A. Bennett, age 55, has served as a director of Engage since January
1999. Since November 1999, Mr. Bennett has served as Chairman of Mobilelogic,
Inc., a wireless software and mobile solutions provider. In addition, since
March 2000, Mr. Bennett has served as a Partner of the Investcorp/212 Ventures
Technology Fund, a venture capital fund. From January 1997 until November 1999,
he served as President of Bennett Media Collaborative, a media consulting
company. From April 1995 until July 1996, Mr. Bennett was Chief Executive
Officer of Prodigy, Inc., an online service provider. Mr. Bennett is also a
director of SoftNet Systems, Inc., a high speed broadband Internet access and
content services company, and Key3Media Group, Inc., a producer, manager and
promoter of tradeshows, conferences and other events for the information
technology industry.

     Christopher M. Cuddy, age 37, has served as a director of Engage since
September 2001. Since September 2001, Mr. Cuddy has also served as Interim
President and Chief Executive Officer of Engage. From November 1999 to September
2001, he served as Vice President of Corporate Development for CMGI. From July
1999 to November 1999, Mr. Cuddy served as Vice President of Business
Development for Bluestreak.com, Inc., a leading software provider for
advertisers. From July 1990 to July 1999, Mr. Cuddy served as a Partner of
Computer Sciences Corporation, a leading consulting and information technology
services firm.

    George A. McMillan, age 47, has served as a director of Engage since July
2001. Since July 2001, Mr. McMillan has served as Chief Financial Officer and
Treasurer of CMGI. From 1997 to July 2001, Mr. McMillan served as President and
Chief Operating Officer of BMG Direct, a unit of Bertelsmann AG consisting of
BMG Music Service and CDNOW. From 1993 to 1997, Mr. McMillan served as Chief
Operating Officer and Chief Financial Officer of Renaissance Solutions, an IT
and management consulting firm.

    David S. Wetherell, age 47, has served as a director and Chairman of the
Board of Engage since July 1995. Mr. Wetherell has served as Chairman of the
Board, President, Chief Executive Officer and Secretary of CMGI since 1986. Mr.
Wetherell is also a director of CMGI and NaviSite, Inc.

Executive Officers

    Officers are appointed annually by the Board and serve at the discretion of
the Board. Set forth below is information regarding our current executive
officers who are not also directors.

<TABLE>
<CAPTION>
           Name                               Age       Office(s)
           ----                               ---       --------
           <S>                                <C>       <C>
           Robert W. Bartlett, Jr. .......... 55        Chief Financial Officer, Executive Vice
                                                        President and Treasurer

           Andrew J. Zimmon. ................ 39        Senior Vice President of Professional Services
</TABLE>

    Robert W. Bartlett, Jr. has served as Chief Financial Officer, Executive
Vice President and Treasurer of Engage since September

<PAGE>

2000. From June 2000 to September 2000, he served as Chief Financial Officer of
CMGion, Inc., an Internet operating network and a majority-owned operating
company of CMGI. From June 1999 to June 2000, Mr. Bartlett served as Chief
Financial Officer of CMGI Solutions, a technology and solutions provider to the
e-business industry and a majority-owned operating company of CMGI. From October
1998 to May 1999, Mr. Bartlett was self-employed as a consultant. From March
1998 to September 1998, Mr. Bartlett served as Chief Financial Officer of
Gracious Home, a premium retailer of domestic and imported houseware products.
From March 1996 to March 1998, Mr. Bartlett served in the Chief Executive
Officer and Chief Financial officer roles at Strategic Security Technologies,
Inc., a high-end access control, CCTV, audio-visual telecommunications and
related equipment software security integrator.

    Andrew J. Zimmon has served as Senior Vice President of Professional
Services of Engage since November 2000. From September 2000 through October
2000, Mr. Zimmon was Senior Vice President of Operations for Engage. From
February 1993 through August 2000, Mr. Zimmon was Senior Vice President of
Operations for MediaBridge Technologies, Inc., a content management solutions
company. Engage acquired MediaBridge Technologies, Inc. in September 2000.

Section 16(a) Beneficial Ownership Reporting Compliance

    Section 16(a) of the Exchange Act requires our directors, executive officers
and persons who own more than 10% of our Common Stock to file reports of
ownership and changes in ownership with the SEC. Based solely on the review of
copies of reports filed by individuals required to make filings ("Reporting
Persons") pursuant to Section 16(a) of the Exchange Act or written
representations from certain Reporting Persons, we believe that all such reports
required to be filed under Section 16(a) of the Exchange Act for the 2001 fiscal
year were timely filed with the exception of (i) Brian Gorman, our former Senior
Vice President of Worldwide Sales, failed to file a timely Form 3 in June 2001;
however, Mr. Gorman filed his Form 3 in October 2001 and (ii) Andrew Hajducky, a
former director of Engage, failed to file a timely Form 4 on October 10, 2000 to
report his purchase of 20,000 shares of our Common Stock in September, 2000;
however, Mr. Hajducky subsequently filed a Form 4 on October 27, 2000.

ITEM 11.   EXECUTIVE COMPENSATION

Compensation of Directors

    Directors who are not employees of Engage are entitled to participate in our
1999 Stock Option Plan for Non-Employee Directors (the "1999 Directors' Plan").
Under the terms of the 1999 Directors' Plan, directors who are not (i) employees
of Engage or any subsidiary of Engage, or (ii) affiliates of an institutional
investor that owns shares of our Common Stock, are eligible to receive
non-statutory options to purchase shares of our Common Stock. Any director who
becomes such an employee shall cease to be eligible for any further option
grants under the 1999 Directors' Plan while such an employee, but shall not, by
reason of becoming such an employee, cease to be eligible to retain options
previously granted under the 1999 Directors' Plan. All options granted under the
1999 Directors' Plan have an exercise price equal to the fair market value of
our Common Stock on the date of grant.

     As of October 1, 2001, we had granted Mr. Bennett an option to purchase
100,000 shares of our Common Stock, vesting over a four-year period, at an
exercise price of $2.10 per share. In October 2001, we also paid Mr. Bennett an
aggregate of $3,000 for Board meetings attended.

     Prior to November 1, 2001, we reimbursed non-employee directors for
reasonable expenses incurred in connection with attendance at meetings of the
Board of Directors and committees thereof but did not otherwise typically pay
cash compensation to directors for service as directors. On November 1, 2001, we
adopted the Engage, Inc. Outside Director Retainer Policy. Pursuant to this
policy, each director who is not an employee of Engage or any affiliate,
including but not limited to CMGI, or any immediate family member thereof (each,
an "Outside Director") receives (i) a quarterly retainer of $12,500, (ii) a fee
of $1,500 for each Board meeting attended in person or by telephone and (iii) a
fee of $1,500 for each Audit Committee and Compensation Committee meeting
attended in person or by telephone unless such Audit Committee or Compensation
Committee meeting occurs in conjunction with and on the same day as a Board
meeting for which the Outside Director receives the fee set forth in (ii) above.

    In May 2001, our Board of Directors established a Special Committee of the
Board (the "Special Committee"), consisting of Messrs. Bennett, Evans and
Campanella. The purpose of the Special Committee was to evaluate the merits of
and negotiate the terms of a potential acquisition of a particular subsidiary
from CMGI and to make a recommendation to the full Board of Directors on whether
to approve the acquisition. Members of the Special Committee were each paid
$15,000 for such services.

    In July 2001, the Special Committee was convened again to evaluate what
rights Engage had pursuant to a letter from CMGI to Engage, dated October 30,
2000, whereby CMGI had agreed to make additional funding available to Engage
(subject to approval of both companies' boards of directors) as well as to
evaluate the merits of and negotiate the terms of a particular transaction with
CMGI. Members of the Special Committee were each paid $49,667.42 for such
services.

Compensation Committee Interlocks and Insider Participation

<PAGE>

    Messrs. Bennett and Wetherell, both non-employee directors, currently
constitute our Compensation Committee. No executive officer of Engage serves as
a member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of our Board of Directors
or Compensation Committee.

Executive Compensation

    Summary Compensation. The table below sets forth certain compensation
information for services rendered to Engage in all capacities during our last
three fiscal years paid to or earned by (i) each person who served as our Chief
Executive Officer during the fiscal year ended July 31, 2001, (ii) the four
other most highly compensated executive officers who were serving as executive
officers as of July 31, 2001 and (iii) one other former executive officer who,
but for the fact that he was not an executive officer as of July 31, 2001, would
have been one of the four other most highly compensated executive officers in
the fiscal year ended July 31, 2001 (collectively, the "Named Executive
Officers"). Information is provided for each fiscal year in which an individual
served as our Chief Executive Officer and for each other executive officer
listed only for the fiscal years in which they earned more than $100,000.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                         Long-Term
                                                                                      Compensation Awards
                                                                                    -----------------------
                                                                                          Securities             All Other
                                             Fiscal      Annual Compensation              Underlying           Compensation
                                                      --------------------------
Name and Principal Position                  Year     Salary($)(1)  Bonus($)(1)             Options               ($)(2)
---------------------------               ----------  ------------ -------------    -----------------------    ------------
<S>                                       <C>         <C>          <C>              <C>                        <C>
Anthony G. Nuzzo (3)...................      2001     $196,212          $ 76,991            1,750,000 (ENGA)     $1,383
 Former Chief Executive                                                                        50,000 (CMGI)
 Officer and President

Paul L. Schaut (4) ....................      2001     $190,000          $ 45,833                   -- (ENGA)     $1,400
 Former Chief Executive                                                                            -- (CMGI)
 Officer and President                       2000      240,000           110,000                   -- (ENGA)      1,400
                                                                                                   -- (CMGI)
                                             1999      168,364            60,000              800,000 (ENGA)      1,383
                                                                                               36,000 (CMGI)

Daniel J. Jaye (5) ....................      2001     $185,000          $ 36,350              257,500 (ENGA)     $2,175
 Former Chief Technology Officer                                                                   -- (CMGI)
                                             2000      138,958            23,250                   -- (ENGA)      2,084
                                                                                                   -- (CMGI)
                                             1999      131,430(6)         19,233              400,000 (ENGA)      2,303
                                                                                               32,000 (CMGI)

Dean A. Wiltse (7) ....................      2001     $229,091          $ 52,500              293,750 (ENGA)     $2,525
 Former Executive Vice                                                                             -- (CMGI)
 President Software Sales                    2000      150,000            46,250              300,000 (ENGA)      3,425
                                                                                                   -- (CMGI)

Michael K. Baker (8) ..................      2001     $199,611          $ 36,350              220,000 (ENGA)     $4,028
 Former Executive Vice President                                                                   -- (CMGI)
 and General Counsel                         2000      139,000            27,503               50,000 (ENGA)      2,762
                                                                                                   -- (CMGI)

Andrew J. Zimmon (9) ..................      2001     $153,205          $ 74,551              161,970 (ENGA)     $1,983
 Senior Vice President, Operations

Thomas M. Rothfels (10) ...............      2001     $227,380          $ 77,275              292,750 (ENGA)        --
 Former Executive Vice President                                                                   -- (CMGI)
 Worldwide Media
</TABLE>

______________
(1) Any compensation that was deferred at the Named Executive Officer's election
    is included in the salary or bonus column for the year in which it was
    earned. Bonuses indicated as earned in any fiscal year were generally paid
    early in the following fiscal year.

(2) Amounts set forth in this column represent our cash contributions under the
    CMGI 401(k) plan in which Engage employees participate.

(3) Mr. Nuzzo commenced employment with Engage as our Chief Executive Officer
    and President in November 2000. Mr. Nuzzo's employment as our Chief
    Executive Officer and President ended in September 2001.

(4) Mr. Schaut's employment as our Chief Executive Officer and President ended
    in November 2000.

(5) Mr. Jaye's employment as our Chief Technology Officer ended in December
    2001.

<PAGE>

(6)  Includes $100,000 paid to Mr. Jaye for his contribution in the sale of
     some of Engage's technology to Red Brick Systems, Inc.

(7)  Mr. Wiltse's employment as our Executive Vice President Software Sales
     ended in April 2001.

(8)  Mr. Baker's employment as our Executive Vice President and General Counsel
     ended in December 2001.

(9)  Mr. Zimmon commenced his employment as our Senior Vice President,
     Operations in September 2000.

(10) Mr. Rothfels' employment as our Executive Vice President Worldwide Media
     ended in September 2001.


     Option Grant Table. The following table sets forth certain information
regarding options granted during the fiscal year ended July 31, 2001 by Engage
and CMGI to the Named Executive Officers:

                     Stock Option Grants in Last Fiscal Year

<TABLE>
<CAPTION>

                                                       Individual Grants
                            --------------------------------------------------------------------    Potential Realizable Value
                                                          Percent of                                  at Assumed Annual Rates
                                                        Total Options                                     of Stock Price
                                                         Granted to                                   Appreciation for Option
                                Number of Securities    Employees in    Exercise or                           Term(4)
                                 Underlying Options      Fiscal Year    Base Price    Expiration  ----------------------------
Name                                 Granted(#)            2001(1)     ($/share)(2)     Date(3)        5%($)          10%($)
----                         ------------------------   -------------  ------------  -----------  --------------  ------------
<S>                          <C>                        <C>            <C>           <C>          <C>             <C>
Anthony G. Nuzzo ...........  1,750,000(5) (ENGA)       8.98%          $ 2.03        10/24/01          --                --
                                 50,000(5) (CMGI)        0.6%          $12.00        10/24/01          --                --

Paul L. Schaut .............          0    (ENGA)         --               --              --          --                --
                                      0    (CMGI)         --               --              --          --                --

Daniel J. Jaye .............     30,000(5) (ENGA)       0.15%          $ 7.75         1/14/02      $64,235         $141,944
                                107,500(6) (ENGA)       0.55%          $ 1.00         1/14/02      $29,700         $ 65,630
                                120,000(5) (ENGA)       0.62%          $ 0.75         1/14/02      $24,865         $ 54,946
                                      0    (CMGI)         --               --              --           --               --

Dean A. Wiltse .............     25,000(5) (ENGA)       0.13%          $ 7.75         5/30/01           --               --
                                 50,000(5) (ENGA)       0.26%          $ 3.47         5/30/01           --               --
                                 93,750(6) (ENGA)       0.48%          $ 1.00         5/30/01           --               --
                                125,000(5) (ENGA)       0.64%          $ 0.75         5/30/01           --               --
                                      0    (CMGI)         --               --              --           --               --

Michael K. Baker ...........     30,000(5) (ENGA)       0.15%          $ 7.75         1/14/02      $64,235         $141,944
                                105,000(6) (ENGA)       0.54%          $ 1.00         1/14/02      $29,010         $ 64,104
                                 85,000(5) (ENGA)       0.44%          $ 0.75         1/14/02      $17,613         $ 38,920
                                      0    (CMGI)         --               --              --           --               --

Andrew J. Zimmon ...........     22,500(5) (ENGA)       0.12%          $10.25         9/10/05      $63,717         $140,799
                                 60,000(5) (ENGA)       0.31%          $ 0.75        12/28/05      $12,433         $ 27,473
                                 29,470(6) (ENGA)       0.15%          $ 1.00          1/7/06      $ 8,142         $ 17,992
                                 50,000(5) (ENGA)       0.26%          $ 0.95         5/17/06      $13,123         $ 28,999
                                      0    (CMGI)         --               --              --           --               --

Thomas M. Rothfels .........    100,000(5) (ENGA)       0.51%          $ 9.31        10/18/01           --               --
                                125,000(5) (ENGA)       0.64%          $ 0.75        10/18/01           --               --
                                 43,750(6) (ENGA)       0.22%          $ 1.00        10/18/01           --               --
                                 25,000(5) (ENGA)       0.13%          $ 0.95        10/18/01           --               --
                                      0    (CMGI)         --               --              --           --               --
</TABLE>

__________

(1) Calculated based on an aggregate of 19,488,440 Engage options and 9,090,909
    CMGI options granted during the fiscal year ended July 31, 2001.

(2) The exercise price represents the fair market value of the common stock on
    the date of grant based on the closing price of the common stock on the
    Nasdaq National Market.

(3) Options granted by us generally expire five years from the date of grant.
    However, Messrs. Nuzzo, Jaye, Wiltse, Baker and Rothfels have left the
    employment of Engage. Accordingly, each option granted to each such
    individual has expired or will expire, by its terms, as of the date
    indicated.

<PAGE>

(4) Potential realizable value is based on an assumption that the market price
    of the stock will appreciate at the stated rate, compounded annually, from
    the date of grant until the end of the option's term. These values are
    calculated based on rules promulgated by the SEC and do not reflect our
    estimate or projection of future stock prices. Actual gains, if any, on
    stock option exercises will be dependent upon the future performance of the
    price of our Common Stock, which will benefit all stockholders
    proportionately.

(5) Option vests as to 25% of the shares after the first year and the remaining
    75% vesting in equal monthly installments for the next 36 months thereafter.
    Upon Mr. Nuzzo's resignation as President and Chief Executive Officer on
    September 24, 2001, the vesting of all outstanding options that would have
    vested on or prior to November 19, 2002 was accelerated.

(6) Option fully vests on January 8, 2002.

    Option Exercises and Fiscal Year-End Values. The following table sets forth
certain information concerning option exercises by the Named Executive Officers
during the fiscal year ended July 31, 2001 and exercisable and unexercisable
stock options held by the Named Executive Officers as of July 31, 2001.

                Aggregated Option Exercises in Last Fiscal Year
                       and Fiscal Year-End Option Values

<TABLE>
<CAPTION>
                                                                         Number of Securities
                                                                              Underlying               Value of Unexercised
                                                                        Unexercised Options at        In-the-Money Options at
                                               Shares        Value         July 31, 2001 (#)           July 31, 2001 ($)(2)
                                             Acquired on   Realized    --------------------------   --------------------------
Name                             Company     Exercise(#)     $(1)      Exercisable  Unexercisable   Exercisable  Unexercisable
----                             -------     -----------  -----------  -----------  -------------   -----------  -------------
<S>                              <C>         <C>          <C>          <C>          <C>             <C>          <C>
Anthony G. Nuzzo .............   ENGA               --            --          --      1,750,000          --            --
                                 CMGI               --            --          --         50,000          --            --

Paul L. Schaut ...............   ENGA          399,999    $1,194,347          --             --          --            --
                                 CMGI           26,667        89,166          --             --          --            --

Daniel J. Jaye ...............   ENGA          409,650    $  279,558     224,999        432,501          --            --
                                 CMGI               --            --          --             --          --            --

Dean A. Wiltse ...............   ENGA               --            --          --             --          --            --
                                 CMGI               --            --          --             --          --            --

Michael K. Baker .............   ENGA               --            --     221,873        388,127          --            --
                                 CMGI               --            --          --             --          --            --

Andrew J. Zimmon .............   ENGA               --            --      14,246        243,114          --            --
                                 CMGI               --            --          --             --          --            --

Thomas M. Rothfels ...........   ENGA               --            --      20,312        348,438          --            --
                                 CMGI               --            --          --             --          --            --
</TABLE>

___________

(1) Value Realized represents the difference between the aggregate exercise
    price of the option and the aggregate fair market value of the underlying
    common stock on the date of exercise.

(2) Based on the difference between the option exercise price and the closing
    price of the underlying common stock on July 31, 2001, which closing price
    was $0.33 for Engage and $2.02 for CMGI. No Named Executive Officer held any
    unexercised in-the-money options on July 31, 2001.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements

    We are not a party to employment agreements with any of the Named Executive
Officers.

    In November 2000, we entered into an executive retention agreement with Mr.
Nuzzo that provided that in the event that a change in control has not occurred
and Mr. Nuzzo's employment is terminated by us other than for cause or by Mr.
Nuzzo for good reason, then (i) we shall pay Mr. Nuzzo a severance payment equal
to his then current annual base salary, in semi-monthly installments, for one
year or until November 19, 2002, whichever is longer and (ii) the vesting of all
of Mr. Nuzzo's options to purchase shares of our Common Stock that would have
vested on or before one year from the date of termination or November 19, 2002,
whichever is longer, shall be accelerated. In September 2001, Mr. Nuzzo resigned
as Chief Executive Officer and President of Engage. In connection with his
resignation, our Board of Directors agreed to pay Mr. Nuzzo severance pursuant
to his executive retention agreement. Accordingly, Mr. Nuzzo will receive a
severance payment in semi-monthly installments, until November 19, 2002. In
addition, all of Mr. Nuzzo's options to purchase shares of our Common Stock that
would have vested on or before November 19, 2002 have been

<PAGE>

accelerated.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information with respect to
beneficial ownership of our Common Stock as of October 1, 2001 by (i) each
person known by us to beneficially own more than 5% of the outstanding shares of
our Common Stock, (ii) each of our directors, (iii) each of the Named Executive
Officers and (iv) all current directors and executive officers as a group.
Except as indicated in the footnotes to this table, the persons named in the
table have sole voting and investment power with respect to all shares shown as
beneficially owned by them.

<TABLE>
<CAPTION>
                                                                                      Percentage                    Percentage
                                                                  Shares of           Ownership    Shares of CMGI   Ownership
                                                               Engage Common          of Engage     Common Stock     of CMGI
                                                              Stock Beneficially    Common Stock     Beneficially Common Stock
          Name and Address#                                       Owned(1)          Outstanding(2)    Owned(1)    Outstanding(3)
          -----------------                                   ------------------    --------------   ------------ -------------
          <S>                                                 <C>                   <C>              <C>          <C>
          CMGI, Inc ........................................         149,762,917              76.1%           --           --
               100 Brickstone Square
               Andover, MA 01810

          Anthony G. Nuzzo (4) .............................             885,060                 *             0           --

          Paul L. Schaut ...................................             515,295                 *             0           --

          Daniel J. Jaye (5) ...............................           1,078,462                 *             0           --

          Michael K. Baker (6) .............................             262,857                 *             0           --

          Christopher M. Cuddy (7) .........................               5,302                 *        42,238           **

          Thomas M. Rothfels ...............................              74,335                 *             0           --

          Dean A. Wiltse ...................................               4,000                 *         2,500           **

          Andrew J. Zimmon (8) .............................             194,984                 *             0           --

          Edward A. Bennett (9) ............................              74,999                 *             0           --

          George A. McMillan (10) ..........................                   0                --       125,200           **

          David S. Wetherell (11) ..........................              46,000                 *    38,126,154         10.7%

          All current directors and executive officers
            as a group (6 persons) (12).....................             361,853                 *    38,301,294         10.7%
</TABLE>

_______________________
#    Addresses are given for beneficial owners of more than 5% of our Common
     Stock only.

*    Percentage is less than 1% of the total number of outstanding shares of our
     Common Stock.

**   Percentage is less than 1% of the total number of outstanding shares of
     CMGI common stock.

(1)  Beneficial ownership of our Common Stock and CMGI common stock is
     determined in accordance with the rules of the Securities and Exchange
     Commission (the "SEC"), and includes shares for which the holder has sole
     or shared voting or investment power. Shares of our Common Stock and CMGI
     common stock subject to options currently exercisable or which become
     exercisable within 60 days after October 1, 2001 are deemed to be
     beneficially owned and outstanding by the person holding such options and
     are included for purposes of computing the percentage ownership of the
     person holding such options, but are not deemed outstanding for purposes of
     computing the percentage ownership of any other person. The inclusion of
     any shares of our Common Stock or CMGI common stock deemed beneficially
     owned does not constitute admission of beneficial ownership of those
     shares.

(2)  Percentage ownership is based on 196,673,925 shares of our Common Stock
     issued and outstanding on October 1, 2001, plus any shares of our Common
     Stock subject to issuance upon exercise of options held by the person or
     entity in question that were exercisable on or within 60 days after October
     1, 2001.

(3)  Percentage ownership is based on 352,467,538 shares of CMGI common stock
     issued and outstanding on October 1, 2001, plus any shares of CMGI common
     stock subject to issuance upon exercise of options held by the person or
     entity in question that were exercisable on or within 60 days after October
     1, 2001.

<PAGE>

(4)  Includes 875,000 shares of our Common Stock issuable upon exercise of
     outstanding stock options granted under our 1995 Equity Incentive Plan that
     were exercisable on or within 60 days after October 1, 2001.

(5)  Includes 267,707 shares of our Common Stock issuable upon exercise of
     outstanding stock options granted under our 1995 Equity Incentive Plan that
     were exercisable on or within 60 days after October 1, 2001.

(6)  Includes 260,830 shares of our Common Stock issuable upon exercise of
     outstanding stock options granted under our 1995 Equity Incentive Plan and
     2000 Equity Incentive Plan that were exercisable on or within 60 days after
     October 1, 2001.

(7)  Includes 5,208 shares of our Common Stock issuable upon exercise of
     outstanding stock options granted under our 1995 Equity Incentive Plan that
     were exercisable on or within 60 days after October 1, 2001 and 42,082
     shares of CMGI common stock issuable upon exercise of outstanding stock
     options granted under CMGI's 1986 Stock Option Plan that were exercisable
     on or within 60 days after October 1, 2001.

(8)  Includes 47,078 shares of our Common Stock issuable upon exercise of
     outstanding stock options granted under our 2000 Equity Incentive Plan that
     were exercisable on or within 60 days after October 1, 2001.

(9)  Consists of 74,999 shares of our Common Stock issuable upon exercise of
     outstanding stock options granted under our 1999 Stock Option Plan for
     Non-Employee Directors that were exercisable on or within 60 days after
     October 1, 2001.

(10) Includes 125,000 shares of CMGI common stock issuable upon exercise of
     outstanding stock options granted under CMGI's 1986 Stock Option Plan that
     were exercisable on or within 60 days after October 1, 2001.

(11) Includes 5,014,274 shares of CMGI common stock issuable upon exercise of
     outstanding stock options granted under CMGI's 1986 Stock Option Plan that
     were exercisable on or within 60 days after October 1, 2001. Also includes
     (i) 16,932,672 shares of CMGI common stock held by a limited liability
     company of which Mr. Wetherell owns a membership interest and which is
     managed by a limited liability company of which Mr. Wetherell is a manager
     and (ii) 388,244 shares of CMGI common stock held by Mr. Wetherell and his
     wife as trustees for the David S. Wetherell Charitable Trust, for a total
     of 17,320,916 shares of CMGI common stock with respect to which Mr.
     Wetherell disclaims beneficial ownership. Mr. Wetherell's address is c/o
     CMGI, Inc., 100 Brickstone Square, Andover, MA 01810.

(12) See footnotes 7, 8, 9, 10 and 11 above. Also includes 38,870 shares of our
     Common Stock issuable upon exercise of outstanding stock options granted
     under our 1995 Equity Incentive Plan that were exercisable on or within 60
     days after October 1, 2001 and 7,649 shares of CMGI common stock issuable
     upon exercise of outstanding stock options granted under CMGI's 1986 Stock
     Option Plan that were exercisable on or within 60 days after October 1,
     2001.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Engage was incorporated in July 1995 as a wholly owned subsidiary of CMGI.
CMGI is currently a majority stockholder of Engage. Accordingly, CMGI has the
power to elect our entire Board of Directors and to approve or disapprove any
corporate transactions or other matters submitted to our stockholders for
approval, including the approval of mergers or other significant corporate
transactions.

     In April 2000, we acquired both Adsmart Corporation, an online advertising
network and Flycast Communications Corporation, a leading provider of Internet
direct response advertising solutions for total purchase consideration of
approximately $3.24 billion. Prior to completion of the acquisitions, Adsmart
was a majority-owned subsidiary of CMGI, and Flycast was a wholly-owned
subsidiary of CMGI. Prior to the completion of the acquisitions, David S.
Wetherell, a director of Engage and President, Chief Executive Officer and a
director of CMGI, was a director of Adsmart and President of Flycast. In
connection with the acquisition of Adsmart, we issued approximately 10,877,000
shares of our Common Stock (valued at $545.1 million), of which approximately
10,812,000 shares were issued to CMGI (valued at $541.8 million) for its 96%
interest in the capital stock of Adsmart and 65,941 shares to the other holders
of Adsmart capital stock. In connection with the acquisition of Flycast, we
issued approximately 53,413,000 shares of our Common Stock to CMGI for CMGI's
100% interest in Flycast, valued at approximately $2.7 billion. Under the terms
of this transaction, upon the exercise of options for CMGI common stock that
were issued to the former Flycast employees as part of CMGI's acquisition of
Flycast, CMGI is obligated to pay Engage the exercise price of the option.
Additionally, in the event that former Flycast employees terminate their
employment with Engage, any unvested options for CMGI common stock held by such
employees are cancelled and CMGI is obligated to return to us that number of
shares of our Common Stock determined by multiplying the number of CMGI options
cancelled by the transaction exchange ratio. Through July 31, 2001, CMGI had
paid us approximately $8,392,000 upon the exercise of options for CMGI common
stock by former Flycast employees and had returned, or was obligated to return,
4,875,952 shares of our Common Stock to us.

     In November 2000, we entered into a sublease agreement with CMGI pursuant
to which we agreed to sublease from CMGI approximately 103,000 square feet of
space at its headquarters in 100 Brickstone Square, Andover, Massachusetts. The
term of the

<PAGE>

sublease expires in October, 2007. We currently pay CMGI base rent of $13.75 per
square foot and additional rent consisting of our proportionate share of
operating expenses. In addition, we have agreed to pay CMGI $2,067,720,
amortized over the term of the sublease, for certain construction improvements
made to our space that were paid for by CMGI. In fiscal 2001, we accrued debt to
CMGI of approximately $1,830,967 under this agreement.

     Engage and CMGI have also entered into a facilities and administrative
support agreement under which CMGI provides various services to us, including
tax and administrative, computer and information systems, telecommunications and
utilities. The fees payable by us for the services are typically determined
through an allocation of CMGI's costs based upon the proportion of our employee
headcount to the total headcount of CMGI and other CMGI-related companies
located in the same facility or using the same services. In fiscal 2001, we paid
CMGI approximately $5,475,000 for services similar to those provided under the
administrative support agreement.

     Engage and CMGI also entered into a tax allocation agreement to allocate
responsibilities, liabilities and benefits relating to taxes. We are required to
pay our share of income taxes shown as due on any consolidated, combined, or
unitary tax returns filed by CMGI for tax periods ending on or before or
including the date on which date we will no longer be a member of CMGI's group
for federal, state, or local tax purposes, as the case may be. CMGI indemnifies
Engage against liability for all taxes in respect of consolidated, combined, or
unitary tax returns for such period. Accordingly, any predetermined tax
liabilities for such periods will be the responsibility of CMGI, and any refunds
or credits of taxes attributable to Engage or its subsidiaries in respect of
consolidated, combined, or unitary tax returns for such periods will be for the
account of CMGI. We are responsible for filing any separate tax returns for any
taxable period and will be responsible for any tax liabilities (and entitled to
any refunds or credits of taxes) in respect of such returns. Engage will
indemnify CMGI against liability for such taxes.

     Neither CMGI nor Engage have any obligation to make any payment to the
other party for the use of such other party's tax attributes such as net
operating losses. However, if one party realizes a windfall tax benefit because
of an adjustment to items on the other party's tax return, the party that
realizes the windfall tax benefit will be required to pay to the other party the
actual incremental tax savings it has realized. For example, if an expense
deducted by CMGI for a period prior to the closing date were disallowed and
required to be capitalized by Engage for a period after the closing date,
thereby generating future depreciation deductions to Engage, we would be
required to pay to CMGI any incremental tax savings as a result of such
depreciation deductions when such tax savings are actually realized by us.

     Each of Engage and CMGI has control of any audit, appeal, litigation or
settlement of any issue raised with respect to a tax return for which it has
filing responsibility. Payments of claims under the agreement must be made
within 30 days of the date that a written demand for the claim is delivered.
Interest accrues on payments that are not made within 10 days of the final due
date at the rate applicable to under payments of the applicable tax. Any dispute
concerning the calculation or basis of determination of any payment provided
under the tax allocation agreement will be resolved by a law firm or "big five"
accounting firm selected and paid for jointly by the parties.

     Engage and CMGI have also entered into an investor rights agreement under
which we granted CMGI registration rights and rights to purchase shares to
maintain its majority ownership. Under this agreement, CMGI and its assignees
have the right to demand, on up to seven occasions, that we register under the
Securities Act of 1933, as amended, the sale of all or part of their shares of
our Common Stock. CMGI and its assignees are also entitled to include shares of
our Common Stock in a registered offering of securities by us for our own
account, subject to the underwriters' right to reduce the number of included
shares. We will pay all costs associated with such registration of shares
pursuant to this agreement, other than underwriting discounts and commissions
and various other expenses. Also under this agreement, until such time as CMGI,
or any permitted transferee, owns less than a majority of voting power of the
outstanding shares of capital stock of Engage, we will permit CMGI, or the
transferee, to purchase a portion in any shares that it may in the future issue
so that CMGI or the transferee may maintain its majority ownership position. Any
such purchases will be at the same price as is paid by third parties for the
shares. The right is transferable by CMGI to any party that acquires directly
from CMGI shares of common stock representing at least a majority of the
outstanding shares of our Common Stock.

     In addition, we outsourced data center operations from a company in which
CMGI has a significant ownership interest. Total cost of revenue related to
outsourcing from related parties for fiscal 2001 was $8,876,000.

     We sell our products and services to customers affiliated with CMGI. In
fiscal 2001, our revenue from sales to these affiliated companies totaled
approximately $3,689,000.

     In October 2001, CMGI agreed to loan us $8,000,000 in consideration for
which we issued to CMGI a secured convertible demand note. This note bears
interest at 7.5% and is convertible, at CMGI's election, into shares of our
Common Stock at a conversion price of $0.25 per share, subject to adjustment for
certain dilutive stock issuances. Under the terms of the note, principal and
interest will become due and payable after August 1, 2002 or earlier upon the
occurrence of an event of default as defined in the note. The note is
collateralized by substantially all of our assets.

<PAGE>

     In addition, in October 2001, we and CMGI agreed to structure any
intercompany debt incurred by us to CMGI between October 1, 2001 and July 31,
2002 under a secured convertible promissory note bearing interest at 7.5%. Under
the terms of this note, principal and interest will become due and payable after
August 1, 2002 or earlier upon the occurrence of an event of default as defined
in the note. The intercompany debt incurred each calendar month under the note
will be convertible, at CMGI's election, into our Common Stock at a conversion
price equal to the closing price of our Common Stock on the last trading day of
such calendar month. The note is collateralized by substantially all of our
assets.

     In October 2001, we also restructured our outstanding amounts payable to
CMGI into a secured promissory note payable in the amount of $42.7 million
bearing interest at 7.5%. Under the terms of the note payable, principal and
interest will become due and payable on demand after August 1, 2002 or earlier
upon the occurrence of an event of default as defined in the note. The note is
collateralized by substantially all of our assets.

     Mr. Wetherell, our Chairman of the Board, serves as Chairman of the Board,
Chief Executive Officer, President and Secretary of CMGI and as Chairman of the
Board of NaviSite, Inc., a majority-owned subsidiary of CMGI. Mr. McMillan, a
director of Engage, serves as Chief Financial Officer and Treasurer of CMGI.


                                    PART IV.

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) Financial Statements

    The following are the consolidated financial statements of Engage, Inc.
    appearing elsewhere herein:

    Independent Auditors' Report

    Consolidated Balance Sheets as of July 31, 2000 and 2001

    Consolidated Statements of Operations for the three years ended July 31,
    2001

    Consolidated Statement of Changes in Stockholders' Equity for the three
    years ended July 31, 2001

    Consolidated Statements of Cash Flows for the three years ended July 31,
    2001

(a)(2) Financial Statement Schedules

    The following financial statement schedule is filed as part of this report:

    Schedule II Valuation and Qualifying Accounts

(a)(3) Exhibits

    The Exhibits which are filed with this report or which are incorporated by
    reference are set forth in the Exhibit Index hereto.

(b) Reports on Form 8-K.

    We did not file any Current Reports on Form 8-K during the quarter ended
    July 31, 2001.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, in Andover, Massachusetts on November 28, 2001.


                                  ENGAGE, INC.


                                  By: /s/ Christopher M. Cuddy
                                    ------------------------------------------
                                    Christopher M. Cuddy, President and Chief
                                    Executive Officer

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit
   No.                                                               Exhibit
 -------                                                             -------
<S>              <C>
 3.1(2)          Second Amended and Restated Certificate of Incorporation.
 3.2(3)          Amendment to the Second Amended and Restated Certificate of Incorporation.
 3.3(10)         Amended and Restated By-laws.
 4.1(9)          Specimen Certificate for shares of Common Stock.
10.1(4)++        Amended and Restated 1995 Equity Incentive Plan.
10.2(10)++       2000 Equity Incentive Plan
10.3(1)++        1999 Employee Stock Purchase Plan.
10.4(1)++        1999 Stock Option Plan for Non-Employee Directors.
10.5(5)++        1996 Stock Option Plan of AdKnowledge Inc.
10.6(5)++        AdKnowledge Inc. 1998 Stock Option/Stock Issuance Plan.
10.7(1)+         License Agreement between the Company and Engage Technologies Japan, Inc., dated July 31, 1998.
10.8(1)+         International Reseller Agreement between the Company and Engage Technologies Japan, Inc., dated July 31, 1998.
10.9(1)+         Services and License Agreement between Lycos, Inc. and the Company, dated October 29, 1997.
10.10(12)        Sublease by and between CMGI, Inc. and the Company, dated November 1, 2000.
10.11(9)         Lease Agreement By and Between EOP-Riverview/245First Street, L.L.C. as landlord, and the Company as tenant,
                 dated June 19, 2000.
10.12(6)         Lease Agreement by and between TST 555/575 Market, L.L.C. as landlord and the Company as tenant, dated December
                 22, 1999.
10.13(3)         First Amendment to the Lease Agreement by and between TST 555/575 Market, L.L.C. as landlord and the Company as
                 tenant, dated March 20, 2000.
10.14(7)         Lease Agreement By and Between Carolina Blackhawk, LLC, as Landlord and the Company, as Tenant, dated October
                 1999.
10.15(1)         Capital & Counties plc and Engage Technologies Limited underlease, dated April 27, 1999.
10.16(2)         Investor Rights Agreement by and between the Company and CMGI, dated July 23, 1999.
10.17(9)         Amendment No. 1 to Investor Rights Agreement by and between the Company and CMGI, dated June 19, 2000.
10.18(9)         Amended and Restated Investor Rights Agreement by and between CPQ Holdings, Inc. and the Company, dated June
                 19, 2000.
10.19(2)         Facilities and Administrative Support Agreement between the Company and CMGI, dated July 23, 1999.
10.20(12)++      Executive Retention Agreement by and between the Company and Anthony Nuzzo
10.21(1)         Inter-Company Agreement between CMGI and the Company, dated April 7, 1999.
10.22(1)         Secured Convertible Demand Note issued by the Company to CMGI, dated of February 1, 1999.
10.23(1)         Security Agreement by and between the Company and CMGI, dated as of May 3, 1999.
10.24(1)         Intellectual Property Security Agreement by and between the Company and CMGI, dated as of May 3, 1999.
10.25(2)         Tax Allocation Agreement by and between CMGI and the Company, dated July 23, 1999.
10.26(2)+        Strategic Development and License Agreement by and Between the Company and Microsoft Corporation, dated July
                 28, 1999.
10.27(7)         Inter-Company Agreement, dated September 23, 1999, by and between the Company and CMGI, Inc.
10.28(7)         Agreement and Plan of Merger and Contribution, dated September 23, 1999, by and among the Company, CMGI, Inc.,
                 AK Acquisition Corp., and AdKnowledge Inc. and certain individuals as the Shareholder Representatives.
10.29(11)        Agreement and Plan of Merger, dated June 11, 2000, by and among the Company, Engage Subsidiary, Inc. and
                 MediaBridge Technologies, Inc.
10.30(10)        Stock Purchase Agreement, dated August 31, 2000, by and between Engage Acquisition Corp., and the Shareholders
                 of Space Media Holdings Limited
10.31(7)         Agreement and Plan of Merger and Contribution, dated September 23, 1999, by and among the Company, CMGI, Inc.,
                 AK Acquisition Corp., and AdKnowledge Inc. and certain individuals as the Shareholder Representatives.
10.32(6)         Agreement and Plan of Merger and Contribution, dated January 19, 2000, by and among the Company, CMGI,
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
      Exhibit
        No.                                                               Exhibit
      -------                                                             -------
     <S>              <C>
                      Inc., Adsmart Corporation, Flycast Communications Corporation and FCET Corp.
     10.33(8)         Agreement and Plan of Merger, dated June 12, 2000, by and among the Company, Engage Subsidiary, Inc. and
                      MediaBridge Technologies, Inc.
     10.34(9)         Stock Purchase Agreement, dated June 19, 2000, by and among the Company, CMGI and CPQ Holdings, Inc.
     10.35(9)         Third Party Software Distribution Agreement, dated July 26, 2000, by and between the Company and Compaq
                      Computer Corporation.
     10.36(9)         First Amendment to Third Party Software Distribution Agreement, dated July 31, 2000, by and between the
                      Company and Compaq Computer Corporation.
     21.1             Subsidiaries
     23.1*            Consent of KPMG LLP
     23.2*            Independent Auditors' Report on Financial Statement Schedule
</TABLE>

__________

(1)  Incorporated by reference from the exhibits filed with the Company's
     registration statement (File No. 333-78015) on Form S-1 filed under the
     Securities Act of 1933, as amended.

(2)  Incorporated by reference from the exhibits filed with the Company's Form
     10-K (File No. 000-26671) filed with the Securities and Exchange Commission
     on October 29, 1999.

(3)  Incorporated by reference from the exhibits filed with the Company's Form
     10-Q (File No.000-26671) filed with the Securities and Exchange Commission
     on June 14, 2000.

(4)  Incorporated by reference from the exhibits filed with the Company's
     Definitive Proxy Statement filed with the Securities and Exchange
     Commission on April 7, 2000.

(5)  Incorporated by reference from the exhibits filed with the Company's
     registration statement (File No. 333-32202) on Form S-8 on March 10, 2000.

(6)  Incorporated by reference from the exhibits filed with the Company's Form
     10-Q (File No. 000-26671) filed with the Securities and Exchange Commission
     on March 16, 2000.

(7)  Incorporated by reference from the exhibits filed with the Company's Form
     10-Q (File No. 000-26671) filed with the Securities and Exchange Commission
     on December 15, 1999.

(8)  Incorporated by reference from the exhibits filed with the Company's Form
     8-K (File No. 000-26671) filed with the Securities and Exchange Commission
     on September 26, 2000.

(9)  Incorporated by reference from the exhibits filed with the Company's Form
     10-K (File No. 000-26671) filed with the Securities and Exchange Commission
     on October 30, 2000.

(10) Incorporated by reference from the exhibits filed with the Company's Form
     10-Q (File No. 000-26671) filed with the Securities and Exchange Commission
     on December 15, 2000.

(11) Incorporated by reference from the exhibits filed with the Company's Form
     8-K (File No. 000-26671) filed with the Securities and Exchange Commission
     on September 26, 2000.

(12) Incorporated by reference from the exhibits filed with the Company's Form
     8-K (File No. 000-26671) filed with the Securities and Exchange Commission
     on March 19, 2001.

 +   Confidential materials omitted and filed separately with the Securities and
     Exchange Commission.

++   Management contract or compensatory plan or arrangement.

*    Previously filed.