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



                               September 30, 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)





                            MEMBERWORKS INCORPORATED

Item 5. Other Events.

On September 30, 2003, MemberWorks Incorporated issued a press release
announcing the closing of its previously announced offering pursuant to Rule
144A of the Securities Act of 1933 of an aggregate of $90.0 million of
convertible senior subordinated notes due 2010.

Item 7. Financial Statements and Exhibits.

(c)      Exhibits
99 Press Release dated September 30, 2003.






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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.




                                     MEMBERWORKS INCORPORATED
                                     (Registrant)


Date: September 30, 2003             By:   /s/ Gary A. Johnson
                                           --------------------
                                     Gary A. Johnson, President and
                                     Chief Executive Officer


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