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

                                    Form 13F

                               Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended:  September 30, 2001

Check here if Amendment [  ]; Amendment Number:  _____
  This Amendment (Check only one): [ ] is a restatement.
                                   [ ] adds new holdings entries.

Institutional Investment Manager Filing this Report:

CMG@Ventures II, LLC
100 Brickstone Square
Andover, MA 01810

Form 13F File Number:  028-05753


The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

David S. Wetherell
Managing Member
(978) 684-3600


Signature, Place and Date of Signing:


/s/ David S. Wetherell
Andover, Massachusetts
November 7, 2001

Report Type (Check only one):

[X]  13F HOLDINGS REPORT.  (Check here if all holdings of this
     reporting manager are reported in this report.)

[ ]  13F NOTICE. (Check here if no holdings reported are in this report, and
     all holdings are reported by other reporting manager(s).)

[ ]  13F COMBINATION REPORT. (Check here if a portion of the holdings for this
     reporting manager are reported in this report and a portion are reported by
     other manager(s).)





                              Form 13F SUMMARY PAGE

                     REPORTING MANAGER: CMG@VENTURES II, LLC


Report Summary:

Number of Other Included Managers: 0

Form 13F Information Table Entry Total:    7
                                        -------

Form 13F Information Table Value Total: $ 1,769 (thousands)
                                        -------


List of Other Included Managers:

Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.

None





                           FORM 13F INFORMATION TABLE
                     REPORTING MANAGER: CMG@Ventures II, LLC




                                                    ITEM 4:      ITEM 5:
                                                     FAIR        SHARES                                          ITEM 8:
                             ITEM 2:     ITEM 3:    MARKET         OR                 ITEM 6:               VOTING AUTHORITY
        ITEM 1:             TITLE OF     CUSIP       VALUE      PRINCIPAL     SH/   INVESTMENT   ITEM 7:  (A)      (B)      (C)
    NAME OF ISSUER            CLASS      NUMBER      (000)       AMOUNT       PRN   DISCRETION  MANAGERS  SOLE    SHARED    NONE
                                                                                              
Amazon.com, Inc.               COM       023135106     419        70,266       SH       SOLE              70,266
Critical Path, Inc.            COM       22674V100     38         65,792       SH       SOLE              65,792
Hollywood Entertainment        COM       436141105     940        80,014       SH       SOLE              80,014
  Corporation
Kana Communications,           COM       483600102     106        294,991      SH       SOLE              294,991
  Inc.
Ventro Corporation             COM       163595101     29         106,757      SH       SOLE              106,757
Vicinity Corporation           COM       925653107     3          1,603        SH       SOLE              1,603
Yahoo! Inc.                    COM       984332106     234        26,519       SH       SOLE              26,519