SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K


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



                                 April 29, 2003
                                 --------------
                                 Date of Report
                        (Date of earliest event reported)




                            MEMBERWORKS INCORPORATED
                            ------------------------
             (Exact name of registrant as specified in its charter)





     DELAWARE                     0-21527                        06-1276882
------------------------     --------------------           -------------------
(State of Incorporation)   (Commission File Number)          (I.R.S. Employer
                                                            Identification No.)




                               680 Washington Blvd
                           Stamford, Connecticut 06901
                          ----------------------------
          (Address of principal executive offices, including zip code)



                                 (203) 324-7635
              ----------------------------------------------------
              (Registrant's telephone number, including area code)







                                        1
                            MEMBERWORKS INCORPORATED

Item 7. Financial Statements and Exhibits.

(c)      Exhibits
99 Press Release dated April 29, 2003.

Item 9. Regulation FD Disclosure (and information furnished under item 12)

The following information is furnished pursuant to Item 9, "Regulation FD
Disclosure" and Item 12, "Results of Operations and Financial Condition."


On April 29, 2003, MemberWorks Incorporated issued a press release regarding
fiscal year 2003 third quarter and nine month results, a copy of which is
attached hereto as Exhibit 99 and is incorporated by reference herein in its
entirety.










                                   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.




                                           MEMBERWORKS INCORPORATED
                                           (Registrant)


Date:  April 29, 2003                      By:   /s/ Gary A. Johnson
                                                 --------------------
                                                 Gary A. Johnson, President and
                                                 Chief Executive Officer