EXHIBIT 3.1

                           CERTIFICATE OF ELIMINATION

                                       OF

                                   CMGI, INC.

                      SERIES C CONVERTIBLE PREFERRED STOCK

     CMGI, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (hereinafter called the "Corporation"),
does hereby certify:

     FIRST: That at a meeting of the Board of Directors of the Corporation, the
following resolutions were duly adopted setting forth the proposed elimination
of the Corporation's Series C Convertible Preferred Stock as set forth herein:

          RESOLVED that no shares of the Corporation's Series C Convertible
     Preferred Stock are outstanding and none will be issued subject to the
     Certificate of Designations, Preferences and Rights of the Series C
     Convertible Preferred Stock filed with the Secretary of State of the State
     of Delaware on June 29, 1999 (as corrected by the Certificate of Correction
     filed with the Secretary of State of the State of Delaware on July 1, 1999)
     with respect to such Series C Convertible Preferred Stock.

          FURTHER RESOLVED, that a Certificate of Elimination be executed, which
     shall have the effect when filed in Delaware of eliminating from the
     Restated Certificate of Incorporation of the Corporation all matters set
     forth in the Certificate of Designations, Preferences and Rights of the
     Series C Convertible Preferred Stock with respect to such Series C
     Convertible Preferred Stock.

     SECOND: None of the authorized shares of the Corporation's Series C
Convertible Preferred Stock are outstanding and none will be issued subject to
the Certificate of Designations, Preferences and Rights of the Series C
Convertible Preferred Stock filed with the Secretary of State of the State of
Delaware on June 29, 1999 (as corrected by the Certificate of Correction filed
with the Secretary of State of the State of Delaware on July 1, 1999).

     THIRD: In accordance with the provisions of Section 151 of the General
Corporation Law of the State of Delaware, the Restated Certificate of
Incorporation of the Corporation is hereby amended to eliminate from the
Restated Certificate of Incorporation all matters set forth in the Certificate
of Designations, Preferences and Rights of the Series C Convertible Preferred
Stock with respect to such Series C Convertible Preferred Stock.

                           [Signature Page to Follow]



     IN WITNESS WHEREOF, said CMGI, Inc. has caused this certificate to be
signed by David S. Andonian, its President and Chief Operating Officer, this
28th day of November, 2001.



                                     CMGI, INC.


                                     By: /s/ David S. Andonian
                                         --------------------------
                                         David S. Andonian
                                         President and Chief Operating Officer



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