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



                                October 24, 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 October 24, 2003, MemberWorks Incorporated issued a press release announcing
a civil complaint filed by the Florida Attorney General.

Item 7. Financial Statements and Exhibits.

(c)      Exhibits
99 Press Release dated October 24, 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: October 24, 2003                          By:   /s/ Gary A. Johnson
                                                     --------------------
                                                  Gary A. Johnson, President and
                                                  Chief Executive Officer





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