SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

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       Date of Report (Date of earliest event reported): December 16, 2002


                                  ENGAGE, INC.
             (Exact name of registrant as specified in its charter)


    Delaware                     000-26671                          04-3281378
 (State or other                  (Commission                    (IRS Employer
 jurisdiction of                   File Number)                  Identification
 incorporation)                                                  No.)



            100 Brickstone Square, Andover, MA                    01810
      ----------------------------------------                  ----------
      (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code:    (978) 684-3884

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      (c) Exhibits.



Exhibit
   No.      Description
-------     -----------
         
99.1        Certification of principal executive officer  and principal
            financial officer.


ITEM 9.  REGULATION FD DISCLOSURE

      In connection with the Quarterly Report on Form 10-Q of Engage, Inc. (the
"Company") for the quarter ended October 31, 2002, as filed with the Securities
and Exchange Commission concurrently herewith, the Company hereby furnishes the
written statement of the Company's principal executive officer and principal
financial officer required by Section 906 of the Sarbanes-Oxley Act of 2002. On
December 16, 2002, John D. Barone, President and Chief Operating Officer of the
Company, and Lisa McAlister, Executive Vice President, Chief Financial Officer
and Treasurer of the Company, each executed this written statement. A copy of
the foregoing written statement is attached hereto as exhibit 99.1 and
incorporated herein by reference.


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                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    ENGAGE, INC.
                                    (Registrant)

Date: December 16, 2002             By: /s/ John D. Barone
                                        --------------------------------
                                           John D. Barone
                                           President and Chief Operating
                                           Officer


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                                  EXHIBIT INDEX



Exhibit
   No.      Description
-------     -----------
         
99.1        Certification of principal executive officer  and principal
            financial officer.