Vertrue Inc – ‘S-3’ on 10/27/00

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Memberworks Incorporated                              19     87K 
 2: EX-5.1      Opinion of George W.M. Thomas                          1      8K 
 3: EX-23.2     Consent of Pricewaterhousecoopers LLP                  1      5K 

S-3   —   Memberworks Incorporated
Document Table of Contents

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As filed with the Securities and Exchange Commission on October 27, 2000
                                                   REGISTRATION NO. 333-[______]

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

DELAWARE                                         06-1276882   
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)                                                  

 9 WEST BROAD STREET
 STAMFORD, CONNECTICUT 06902
(203) 324-7635
 (Address, including zip code, and telephone
 number, including area code, of
Registrant's principal executive
offices)
 GARY A. JOHNSON
 PRESIDENT AND CHIEF EXECUTIVE OFFICER
 9 WEST BROAD STREET
 STAMFORD, CONNECTICUT 06902
(203) 324-7635
(Name, address, including zip code, and telephone number, including area
 code, of agent for service)
COPIES TO:
 GEORGE W. M. THOMAS, ESQ.
 SENIOR VICE PRESIDENT AND
 GENERAL COUNSEL
 9 WEST BROAD STREET
 STAMFORD, CONNECTICUT 06902
(203) 324-7635

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as         
practicable after this Registration Statement becomes effective.                

If the only securities being registered on this Form are being offered  
pursuant to dividend or interest reinvestment plans, please check the following 
box. |_|                                                                        

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|                                

If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. |_|                     

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. |_|                                                      

  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|                                             

                                                        [Enlarge/Download Table]

                                           CALCULATION OF REGISTRATION FEE                                                         
===================================================================================================================================
                                                                   PROPOSED MAXIMUM         PROPOSED MAXIMUM                       
 TITLE OF EACH CLASS OF SECURITIES TO BE      AMOUNT TO BE        OFFERING PRICE PER       AGGREGATE OFFERING                      
               REGISTERED                      REGISTERED              SHARE (1)               PRICE (1)         REGISTRATION FEE  

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
Common Stock, $0.01 par value..              425,232 shares             $33.94                 $14,432,374            $3,810,15    
===================================================================================================================================

       (1) Estimated solely for the purposes of calculating the registration fee
based on the average of the high and low trading prices for the Common Stock on 
the Nasdaq National Market on October 26, 2000.                                 

       The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant   
shall file a further amendment which specifically states that this registration 
statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933, as amended, or until the registration statement     
shall become effective on such date as the Securities and Exchange Commission,  
acting pursuant to said Section 8(a), may determine.                            

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425,232 SHARES

MEMBERWORKS INCORPORATED

COMMON STOCK

            This prospectus relates to the offer and sale of 425,232
shares of common stock of MemberWorks Incorporated by certain of our            
stockholders. The common stock offered by this prospectus was issued to         
Innovative Group, L.L.C. in connection with our acquisition of an 81% interest  
in Discount Development Services, L.L.C., through which we increased our        
ownership interest in Discount Development Services from 19% to 100%. We        
acquired the 81% interest in Discount Development Services in two separate      
transactions on October 12, 2000 and October 20, 2000. Following the            
acquisition, Innovative Group transferred the common stock to certain of its    
members, the selling stockholders. As part of the acquisition, we have agreed to
register the shares of our common stock under the Securities Act of 1933, as    
amended, for resale by the selling stockholders. We will not receive any of the 
proceeds from the sale of the shares by the selling stockholders.               

             The selling stockholders may from time to time sell their
shares on the Nasdaq National Market in ordinary brokerage transactions, in     
negotiated transactions, or otherwise, at prevailing market prices or at        
privately negotiated prices.                                                    

                  Our common stock is quoted on the Nasdaq National Market under
the symbol "MBRS." On October 26, 2000, the last reported sales price of our    
common stock on the Nasdaq National Market was $33.69 per share.                

                 INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 2.                                         

                Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these shares of common     
stock or determined if this prospectus is truthful or complete. Any             
representation to the contrary is a criminal offense.                           

The date of this prospectus is October 27, 2000.

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 TABLE OF CONTENTS

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                                                                                                           Page
                                                                                                           ----
                                                                                                               
Forward-Looking Statements...................................................................................1 
Risk Factors.................................................................................................2 
The Company..................................................................................................9 
Use of Proceeds..............................................................................................9 
Selling Stockholders.........................................................................................9 
Plan of Distribution........................................................................................10 
Legal Matters...............................................................................................11 
Experts  ...................................................................................................11 
Where You Can Find More Information.........................................................................11 
Incorporation of Certain Documents by Reference.............................................................12 

FORWARD-LOOKING STATEMENTS

            This prospectus (including the documents incorporated by
reference in this prospectus) contains forward-looking statements regarding our 
plans, expectations, estimates and beliefs. Our actual results could differ     
materially from those discussed in, or implied by, these forward-looking        
statements. Forward-looking statements are identified by words such as          
"believes," "anticipates," "expects," "intends," "forecast," "project," "plans,"
"will," "may" and other similar expressions. In addition, any statements which  
refer to expectations, projections or other characterizations of future events  
or circumstances are forward-looking statements. Forward-looking statements in  
these documents include, but are not necessarily limited to, those relating to: 

-    industry trends;                                                 

-    our ability to carry out our growth strategies;                  

-    our future operating performance;                                

-    potential acquisitions;                                          

-    our ability to enroll new members;                               

-    availability of financing; and                                   

  -    the anticipated outcome of contingent events, including litigation.

                THIS PROSPECTUS IS PART OF A REGISTRATION STATEMENT WE FILED
WITH THE SEC. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS         
PROSPECTUS (INCLUDING THE INFORMATION INCORPORATED BY REFERENCE IN THIS         
PROSPECTUS). WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OTHER
THAN THE INFORMATION CONTAINED IN THIS PROSPECTUS. THE SELLING STOCKHOLDERS WILL
OFFER TO SELL, AND SEEK OFFERS TO BUY, SHARES OF COMMON STOCK ONLY IN           
JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN
THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS  
OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK.  
IN THIS PROSPECTUS, "MEMBERWORKS," "WE," "US" AND "OUR" REFERS TO MEMBERWORKS   
INCORPORATED (UNLESS THE CONTEXT OTHERWISE REQUIRES).                           

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RISK FACTORS

         Investing in the common stock will provide you with an equity ownership
interest in MemberWorks. Before you invest in the common stock, you should be   
aware of the various risks associated with an investment in our common stock.   
Such risks may materially and adversely affect our business, financial condition
or results of operations. In such case, the trading price of the common stock   
could decline, and you could lose all or part of your investment. You should    
carefully consider the following factors as well as other information contained 
in this prospectus before deciding to invest in the common stock.               

OUR MARKETING EFFORTS DEPEND IN PART ON CUSTOMER LISTS SUPPLIED BY OUR CLIENTS. 
WE CANNOT ASSURE THAT OUR CLIENTS WILL CONTINUE TO PROVIDE US THESE LISTS.      

      We obtain a considerable portion of the information necessary to our
marketing efforts from customer lists supplied by our clients. Clients provide  
the lists to us for use in marketing certain programs, which have been          
pre-approved by the client. As a result, our ability to market a new program to 
an existing customer base or an existing program to a new customer base is      
dependent in part on first obtaining approval from a client. There can be no    
assurance that we will continue to obtain such approvals. If our clients stop   
providing us with the customer lists or limit our use of these lists, our       
marketing efforts would be adversely affected.                                  

     Termination or expiration of a key client relationship could have a
material adverse effect on the future revenues from existing programs of which  
that client's customers are members and on our ability to further market new or 
existing programs through that client.                                          

OUR PROFITABILITY DEPENDS ON MEMBERSHIP RENEWALS. CANCELLATIONS WOULD IMPAIR OUR
PROFITABILITY.                                                                  

     We generally incur losses and negative cash flow during the initial
year of an individual membership program, as compared to renewal years, due     
primarily to higher marketing costs associated with initial member procurement. 
In addition, we experience a higher percentage of cancellations during the      
initial membership period as compared to renewal periods. During an initial     
annual membership term or renewal term, a member may cancel his or her          
membership in the program, generally for a refund of the membership fee for that
period. Accordingly, the profitability of each of our programs depends on       
recurring and sustained membership renewals.                                    

OUR REVENUE DEPENDS TO A SIGNIFICANT EXTENT ON CUSTOMER LISTS SUPPLIED BY A     
SMALL NUMBER OF KEY CLIENTS. THE LOSS OF ANY OF THOSE KEY CLIENTS WOULD HAVE A  
MATERIAL ADVERSE EFFECT ON FUTURE RESULTS.                                      

      Approximately 12.8% of our revenues for the year ended June 30, 2000
were attributable to members solicited from the customer lists provided by our  
single largest client and approximately 29.1% of our revenues were attributable 
to members solicited from the customer lists provided by our three largest      
clients. There can be no assurance that one or more of our key or other clients 
will not terminate their relationship with us or that clients will provide      
additional customer lists to us for use in further marketing new or existing    
membership programs.                                                            

OUR OPERATING RESULTS FLUCTUATE FROM QUARTER TO QUARTER.                        

    Our quarterly revenues, expenses and operating results have varied
significantly in the past and are likely to vary significantly from quarter to  
quarter in the future. Factors which affect our financial results include:      

-        the timing and cancellation of customer orders;      

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   -        our ability to introduce new programs on a timely basis;

-        the introduction of programs by our competitors;     

        -        market acceptance of our and our clients' membership programs
generally;                                  

-        the timing of investments in program development;    

-        personnel changes;                                   

-        the demand for membership programs generally;        

-        the mix of programs we offer;                        

-        unanticipated service interruptions;                 

   -        increased costs associated with expansion of operations;

   -        the availability of vendors to support offered programs;

-        the rate of renewal by existing members of programs; 

  -        the level of enthusiasm for health and fitness, travel,
             entertainment and leisure activities, and other lifestyle
elements underlying the programs; and       

-        competitive pressures on selling prices.             

        Many of these factors are beyond our control. Because we determine our
expenditure levels in advance of each quarter, our ability to reduce costs      
quickly in response to any revenue shortfall is limited, and thus operating     
results would be adversely affected if projected revenues for a given quarter   
are not achieved. There can be no assurance that future acquisitions, such as   
the acquisition of Discount Development Services and others, if any, by us will 
not have an adverse effect upon our results of operations, particularly in      
quarters immediately following consummation of those transactions, while the    
operations of the acquired business are being integrated into our operations.   

WE MAY BE UNABLE TO COMPETE WITH OTHER COMPANIES IN OUR INDUSTRY THAT HAVE      
FINANCIAL OR OTHER ADVANTAGES.                                                  

     We believe that the principal competitive factors in the membership
services industry include the ability to identify, develop and offer innovative 
service programs, the quality and breadth of service programs offered, price and
marketing expertise. Our competitors, including large retailers, travel         
agencies, insurance companies and financial service institutions, some of which 
have substantially larger customer bases and greater financial and other        
resources than we do, offer membership programs which provide services similar  
to, or which directly compete with, those provided by us. There can be no       
assurance that:                                                                 

       -        our competitors will not increase their emphasis on programs
                similar to those we offer and more directly compete with us,
or                                          

  -        our competitors will not provide programs comparable or
               superior to those we provide at lower membership prices, or

 -        our competitors will not adapt more quickly than us to
                evolving industry trends or changing market requirements, or

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-        new competitors will not enter the market, or        

   -        other businesses will not themselves introduce competing
programs.                                   

         Any increased competition may result in price reductions, reduced gross
margins and loss of market share, any of which could have a material adverse    
effect on our business, financial condition and results of operations.          
Additionally, because contracts between clients and program providers are often 
exclusive with respect to a particular service, potential clients may be        
prohibited from contracting with us to promote a program if the services we     
provide are similar to, or merely overlap with, the services provided by an     
existing program of a competitor.                                               

OUR BUSINESS DEPENDS ON NEW PROGRAM INTRODUCTIONS. IF WE FAIL TO INTRODUCE NEW  
PROGRAMS THAT ARE POPULAR, OUR BUSINESS WOULD SUFFER.                           

       Our business is substantially dependent on our ability to develop and
successfully introduce new programs which generate consumer interest. Failure to
introduce new programs in a timely manner could result in our competitors       
acquiring additional market share for a program in a particular area of consumer
interest. In addition, the introduction or announcement of new programs by us or
by others could render existing programs uncompetitive or obsolete, or result in
a delay or decrease in orders for existing programs as customers evaluate new   
programs or select the new programs as an alternative to existing programs.     
Therefore, the announcement or introduction of new programs by us or others, or 
our failure to introduce new programs which have broad consumer appeal, could   
have a material adverse effect on our business, financial condition and results 
of operations.                                                                  

IN CERTAIN OF OUR MARKETING CHANNELS WE DEPEND ON VENDORS AND TELEMARKETERS TO  
MARKET OUR PROGRAMS. THESE VENDORS AND TELEMARKETERS MAY TERMINATE THEIR        
RELATIONSHIP WITH US, AND WE CANNOT CONTROL THE LEVEL AND THE QUALITY OF THE    
SERVICE THEY PROVIDE. ANY SERVICE INTERRUPTION OR QUALITY PROBLEMS WOULD        
ADVERSELY AFFECT US.                                                            

        In certain of our marketing channels, we depend on independent vendors
to provide most program products and services to members and on telemarketers to
market our programs to prospective members. The vendors and telemarketers       
operate pursuant to agreements with us that may be terminated by the vendor or  
telemarketer with limited prior notice. There can be no assurance that, in the  
event a vendor or telemarketer ceases operations, or terminates, breaches or    
chooses not to renew its agreement with us, a replacement vendor or telemarketer
could be retained on a timely basis, if at all. In addition, vendors and        
telemarketers are independent contractors and the level and quality of services 
provided is outside our control. Any service interruptions, delays or quality   
problems could result in customer dissatisfaction and membership cancellations, 
which could have a material adverse effect on our business, financial condition 
and results of operations.                                                      

WE MARKET MANY OF OUR PROGRAMS THROUGH CREDIT CARD ISSUERS. A DOWNTURN IN THAT  
INDUSTRY WOULD ADVERSELY AFFECT US.                                             

       Our future success is dependent in large part on continued demand for
our programs from businesses within the industries served by us. In particular, 
programs marketed through our credit card issuer clients accounted for a        
significant amount of our revenues in fiscal 2000. A significant downturn in the
credit card industry or a trend in that industry to reduce or eliminate its use 
of membership programs would have a material adverse effect on our business,    
financial condition and results of operations.                                  

WE HAVE GROWN RAPIDLY IN THE LAST FEW YEARS. WE CANNOT ASSURE OUR ABILITY TO    
MANAGE FUTURE GROWTH.                                                           

       We have recently experienced a period of rapid growth that has placed
significant                                                                     

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demands on our management and other resources, and continued growth, if any,    
could continue to place significant demands on such resources. Net sales        
increased from approximately $120.8 million in fiscal 1998 to $330.1 million in 
fiscal 2000. In addition, the number of employees increased from 661 to         
approximately 1,432 during the same period. Our ability to compete effectively  
and to manage future growth, if any, will depend on our ability to continue to  
implement and improve operational, financial and management information systems 
on a timely basis and to expand, train, motivate and manage our work force.     
There can be no assurance that our personnel, systems, procedures and controls  
will be adequate to support our operations, and the failure to support our      
operations effectively could have a material adverse effect on our business,    
financial condition and results of operations.                                  

INTRODUCING NEW PROGRAMS REQUIRES SIGNIFICANT INVESTMENTS. WE MAY NOT HAVE      
ENOUGH FINANCIAL RESOURCES TO MEET ALL OF OUR NEEDS.                            

    We typically incur high costs in the year a program is introduced.
Principal elements of these costs relate to hiring personnel, developing program
content, contracting with vendors, drafting, testing and refining telemarketing 
scripts and creating membership kits for mailing to potential new program       
members. We must incur costs to market programs to each potential member,       
regardless of whether that individual actually becomes a paying member. Our     
capital base is smaller than that of many of our competitors, and there can be  
no assurance that our cash resources will be able to sustain our business,      
particularly if we experience a reduction in revenues for a prolonged period or 
if we face substantial unexpected capital requirements. To the extent that such 
cash resources are insufficient to fund our activities, additional funds will be
required. There can be no assurance that additional financing will be available 
on reasonable terms or at all. If additional capital is raised through the sale 
of additional equity or convertible debt securities, dilution to our            
stockholders would occur.                                                       

WE EXPECT TO GROW THROUGH ACQUISITIONS. THESE ACQUISITIONS MAY NOT BE           
PROFITABLE.                                                                     

       As part of our growth strategy, we currently intend to expand through
the acquisition of other businesses or products. We regularly review potential  
acquisitions and business alliances, some of which may be material. There can be
no assurance that acquired businesses will be profitable.                       

WE RELY ON OUR COMPUTER AND COMMUNICATION SYSTEMS. IF SUCH SYSTEMS FAIL OR ARE  
UNABLE TO KEEP PACE WITH TECHNOLOGICAL ADVANCES, OUR BUSINESS WOULD SUFFER.     

         Our business is highly dependent on our computer and telecommunications
systems and any temporary or permanent loss of either system, for whatever      
reason, could have a material adverse effect on our business, financial         
condition and results of operations. In addition, the technologies on which we  
are dependent to compete effectively and meet our clients' needs are rapidly    
evolving and in many instances are characterized by short product life cycles or
innovation. As a result, we are dependent on ongoing, significant investment in 
advanced computer and telecommunications technology, including automated call   
distributors and digital switches, and our ability to anticipate and adapt to   
technological shifts. There can be no assurance that we will be successful in   
anticipating or adapting to technological changes or in selecting and developing
new and enhanced technology on a timely basis.                                  

WE DEPEND ON KEY EXECUTIVE AND MARKETING PERSONNEL. A LOSS OF SUCH PERSONNEL    
WOULD NEGATIVELY IMPACT OUR OPERATIONS.                                         

        We are highly dependent on the members of our management and marketing
staff, the loss of one or more of whom could have a material adverse effect on  
us. In addition, we believe that our future success will depend in large part   
upon our ability to attract and retain highly skilled managerial and marketing  
personnel, particularly as we expand our activities. We face significant        
competition for such personnel, and there can be no assurance that we will be   
successful in hiring or retaining the personnel we require for continued growth,
if any. The failure to hire and retain such personnel could have a material     
adverse effect on our business, financial condition and results of operations.  

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WE DEPEND IN PART ON THE TELEPHONE SERVICES THROUGH WHICH WE MARKET OUR         
PRODUCTS. AN INTERRUPTION OF, OR AN INCREASE IN THE BILLING RATE FOR, SUCH      
SERVICES WOULD ADVERSELY AFFECT OUR BUSINESS.                                   

We market and service our programs by various means, including
telephonically, and accordingly, our business is dependent on telephone services
provided by various local and long distance telephone companies. Any significant
interruption in telephone services could adversely affect us. Additionally,     
limitations on the ability of telephone companies to provide us with increased  
capacity that may be required in the future, if any, could adversely affect our 
business, financial condition and results of operations. Rate increases imposed 
by these telephone companies will increase our operating expenses and could have
a material adverse effect on our business, financial condition and results of   
operations.                                                                     

OUR INDUSTRY IS INCREASINGLY SUBJECT TO FEDERAL AND STATE GOVERNMENT REGULATION.
SUCH REGULATION COULD HINDER OUR OPERATIONS AND INCREASE OUR OPERATING COSTS.   

        One of the means which we use to market our programs is telemarketing.
The telemarketing industry has become subject to an increasing amount of Federal
and state regulation as well as general public scrutiny in the past several     
years. For example, the Federal Telephone Consumer Protection Act of 1991 limits
the hours during which telemarketers may call consumers and prohibits the use of
automated telephone dialing equipment to call certain telephone numbers.        
Additionally, the Federal Telemarketing and Consumer Fraud and Abuse Prevention 
Act of 1994 and Federal Trade Commission ("FTC") regulations promulgated        
thereunder, prohibit deceptive, unfair or abusive practices in telemarketing    
sales. Both the FTC and state attorneys general have authority to prevent       
telemarketing activities deemed by them to be "unfair or deceptive acts or      
practices." Further, some states have enacted laws and others are considering   
enacting laws targeted directly at regulating telemarketing practices, and there
can be no assurance that any such laws, if enacted, will not adversely affect or
limit our current or future operations. Compliance with these regulations is    
generally our responsibility, and we could be subject to a variety of           
enforcement or private actions for any failure to comply with such regulations. 
Our provision of membership programs requires us to comply with certain state   
regulations, changes in which could materially increase our operating costs     
associated with complying with such regulations. The risk of noncompliance by us
with any rules and regulations enforced by a Federal or state consumer          
protection authority may subject us or our management to fines or various forms 
of civil or criminal prosecution, any of which could materially adversely affect
our business, financial condition and results of operations. Also, the media    
often publicizes perceived noncompliance with consumer protection regulations   
and violations of notions of fair dealing with consumers, and the membership    
programs industry is susceptible to preemptory charges by the media of          
regulatory noncompliance and unfair dealing.                                    

         Increasingly, we make use of the Internet as a distribution channel for
our service programs. Currently, there are an increasing number of laws and     
regulations pertaining to the Internet. A number of legislative and regulatory  
proposals are under consideration by federal, state, local and foreign          
governments and agencies. Laws or regulations may be adopted with respect to the
Internet relating to liability for information received from or transmitted over
the Internet, online content regulation, user privacy, taxation and quality of  
products and services. Moreover, the applicability to the Internet of existing  
laws governing issues such as intellectual property ownership and infringement, 
copyright, trademark, trade secret, obscenity, libel, employment and personal   
privacy is uncertain and developing. Any new legislation or regulation, or the  
application or interpretation of existing laws, may decrease growth in the use  
of the Internet, which could in turn decrease the demand for our services,      
increase our cost of doing business or otherwise have a material adverse effect 
on our business, results of operations and financial condition.                 

THE MARKET PRICE OF OUR COMMON STOCK COULD FALL AS A RESULT OF THIS ACQUISITION.

      Sales of substantial amounts of shares of common stock in the public
market following this acquisition could adversely affect the market price of our
common stock. As of October 26, 2000 we had 15,614,085 shares of common stock   
outstanding.                                                                    

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WE EXPECT TO EXPERIENCE VOLATILITY IN OUR STOCK PRICE.                          

      The stock market in general has experienced extreme price and volume
fluctuations. These broad market fluctuations may adversely affect the market   
price of our common stock, regardless of our actual operating performance. You  
may be unable to resell your shares at or above the public offering price due to
a number of factors, including:                                                 

        -        actual or anticipated quarterly fluctuations in our operating
results,                                    

     -        changes in expectations of future financial performance or
changes in estimates of securities analysts,

-        changes in the market valuations of other companies, 

-        announcements of technological innovations,          

-        announcements relating to strategic relationships,   
acquisitions or industry consolidation, and 

        -        general economic, market and political conditions not related
to our business.                            

OFFICERS AND DIRECTORS CAN CONTROL CORPORATE ACTIONS DUE TO THEIR COMBINED      
OWNERSHIP OF 26.2% OF THE OUTSTANDING COMMON STOCK.                             

  Our officers and directors and their affiliates beneficially own
approximately 26.2% of our outstanding common stock. These stockholders, acting 
together, would have the ability to significantly influence the election of     
directors and also may have the ability to determine the outcome of corporate   
actions requiring stockholder approval. This concentration of ownership also may
have the effect of delaying or preventing a change in control.                  

THE ANTI-TAKEOVER PROVISIONS IN OUR COMPANY CHARTER MAY PREVENT A TRANSACTION   
THAT IS IN THE BEST INTEREST OF THE STOCKHOLDERS.                               

         Our Restated Certificate of Incorporation (the "Charter") requires that
any action required or permitted to be taken by MemberWorks' stockholders must  
be effected at a duly called annual or special meeting of stockholders and may  
not be effected by any consent in writing, and requires reasonable advance      
notice by a stockholder of a proposal or director nomination which such         
stockholder desires to present at any annual or special meeting of stockholders.
Special meetings of stockholders may be called only by our Chairman of the      
Board, our Chief Executive Officer or, if none, our President or by our board of
directors. The Charter provides for a classified board of directors, and members
of the board of directors may be removed only for cause upon the affirmative    
vote of holders of at least two-thirds of the shares of capital stock of        
MemberWorks entitled to vote. In addition, shares of preferred stock may be     
issued in the future without further stockholder approval and upon such terms   
and conditions, and having such rights, privileges and preferences, as the board
of directors may determine. The rights of the holders of common stock will be   
subject to, and may be adversely affected by, the rights of any holders of      
preferred stock that may be issued in the future. We have no present plans to   
issue any shares of preferred stock.                                            

        In addition, MemberWorks is subject to the anti-takeover provisions of
Section 203 of the Delaware General Corporation Law which prohibits us from     
engaging in a "business combination" with an "interested stockholder" for a     
period of three years after the date of the transaction in which the person     
became an interested stockholder, unless the business combination is approved in
a prescribed manner. These provisions, and other provisions of the Charter, may 
have the effect of deterring hostile takeovers or delaying or preventing changes
in control or management of MemberWorks, including transactions in which        
stockholders might otherwise receive a premium for their shares over then       
current market prices. In addition,                                             

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these provisions may limit the ability of stockholders to approve transactions  
that they may deem to be in their best interests.                               

WE ARE UNLIKELY TO PAY A DIVIDEND ON THE COMMON STOCK.                          

       We do not anticipate paying any cash dividends on the common stock in
the foreseeable future.                                                         

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 THE COMPANY

We design and manage innovative membership programs providing 
substantial benefits to member consumers, those organizations offering the      
programs and vendors whose products and services are offered through the        
programs.                                                                       

  We are incorporated under the laws of the State of Delaware. Our
principal executive offices are located at 9 West Broad Street, Stamford, CT    
06902. Our telephone number is (203) 324-7635.                                  

 USE OF PROCEEDS

      All of the net proceeds from the sale of our common stock covered by
this prospectus will go to the stockholders who offer and sell their shares.    
Accordingly, we will not receive any of the proceeds from the sales of the      
common stock.                                                                   

SELLING STOCKHOLDERS

         The selling stockholders hold shares that we issued to Innovative Group
in two steps in our acquisition of an 81% interest in Discount Development      
Services:                                                                       

     - 183,394 shares of common stock were issued to Innovative Group on
       October 12, 2000 in connection with our acquisition of a 61% interest
  in Discount Development Services, through which we increased our
      ownership interest in Discount Development Services from 19% to 80%.
        Immediately following the acquisition, we contributed our 80% interest
         in Discount Development Services to Best Benefits, Inc., a newly formed
    holding company, in exchange for an 80% interest in Best Benefits;
       Innovative Group transferred its 20% interest in Discount Development
  Services to Best Benefits in exchange for a 20% interest in Best
Benefits.                                                     

     - 241,838 shares of common stock were issued to Innovative Group on
   October 20, 2000 in connection with our acquisition of Innovative
       Group's 20% interest in Best Benefits, through which we increased our
 ownership interest in Best Benefits, and our indirect ownership
interest in Discount Development Services, from 80% to 100%.  

        Following the acquisition, Innovative Group transferred 388,956 shares
of our common stock to Vincent DiBenedetto and 36,276 shares to Kathy Lannen,   
each a member of Innovative Group. If all shares offered by the selling         
stockholders are sold, the selling stockholders will no longer own any shares.  

      Vincent DiBenedetto is the president and a director of Best Benefits
and a manager of Discount Development Services and both Vincent DiBenedetto and 
Kathy Lannen are currently employees of Discount Development Services.          
Otherwise, the selling stockholders have not held any positions or offices with,
been employed by, or otherwise had a material relationship with MemberWorks     
within the last three years.                                                    

     The information in the following table provides certain information
with respect to the shares beneficially owned by the selling stockholders as of 
October 20, 2000. The shares registered under the registration statement        
of which this prospectus is a part may be offered from time to time by          
the selling stockholders. However, the selling stockholders are under no        
obligation to sell all or any portion of those shares, nor are the selling      
stockholders obligated to sell any shares immediately under this prospectus. We 
will not receive any proceeds from any sales of shares by the selling           
stockholders. All information with respect to share ownership has been furnished
by the selling stockholders.                                                    

                                                                [Download Table]

                                Number of                         
                           Shares Beneficially    Number of Shares
    Selling Stockholder  Owned Prior to Offering   Being Offered  
                                                                  
Vincent DiBenedetto                 0                  388,956    
Kathy Lannen                        0                   36,276    

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PLAN OF DISTRIBUTION

        The shares offered by this prospectus may be sold from time to time by
the selling stockholders. We will not receive any proceeds from this offering.  
The selling stockholders may offer and sell their shares from time to time in   
one or more of the following types of transactions (including block             
transactions):                                                                  

-        on the Nasdaq National Market,                       

-        in the over-the-counter market,                      

-        in privately negotiated transactions,                

   -        through put or call options transactions relating to the
shares,                                     

-        through short sales of shares, or                    

-        a combination of such methods of sale.               

      The selling stockholders may sell their shares at market prices that
prevail at the time of sale or at privately negotiated prices. The selling      
stockholders may sell these shares through one or more brokers or dealers or    
directly to purchasers. These broker-dealers may receive compensation in the    
form of commissions, discounts or concessions from the selling stockholders     
and/or purchasers of the shares for whom those broker-dealers may act as agent, 
or to whom they may sell as principal, or both. Compensation as to a particular 
broker-dealer may exceed customary commissions. The selling stockholders and any
broker-dealers who act in connection with the sale of the shares under this     
prospectus may be deemed to be "underwriters" within the meaning of the         
Securities Act. Any commissions they receive and proceeds of any sale of shares 
may be deemed to be underwriting discounts and commissions under the Securities 
Act. Under Exchange Act rules and regulations, no distribution participant or   
its affiliated purchasers (as defined in Regulation M adopted under the Exchange
Act) may simultaneously engage in market making activities with respect to such 
shares for a restricted period beginning on the day proxy solicitation or       
offering materials are first disseminated to security holders and ending upon   
the completion of the distribution, except under certain limited circumstances. 
The selling stockholders, their affiliated purchasers and any other person      
participating in the distribution will be subject to certain provisions of the  
Exchange Act and related rules and regulations. These provisions prohibit,      
except under certain limited circumstances, the purchase and sale of any of the 
shares by the selling stockholders, their affiliated purchasers and any other   
person participating in the distribution during the restricted period described 
above. These restrictions may affect the marketability of the shares and the    
ability of any person or entity to engage in market making activities with      
respect to the shares.                                                          

         We have agreed to pay all of the expenses incident to the registration,
offering and sale of these shares to the public other than commissions or       
discounts of underwriters, broker-dealers or agents.                            

        From time to time, the selling stockholders may pledge, hypothecate or
grant a security interest in some or all of the shares they own. In the event of
a foreclosure or event of default in connection with those pledges, the shares  
may be transferred to the persons to whom the shares were pledged. If such a    
transfer occurs, the transferees will be deemed to have the rights of the       
selling stockholders under this plan of distribution. At the same time, the     
selling stockholders will beneficially own fewer shares. The plan of            
distribution for the selling stockholders' shares will otherwise remain         
unchanged.                                                                      

         This offering will terminate on the date on which all shares offered by
this prospectus have been sold by the selling stockholders.                     

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 LEGAL MATTERS

       The validity of the shares of common stock offered in this prospectus
will be passed upon by George W. M. Thomas, General Counsel of MemberWorks.     

 EXPERTS

       The consolidated financial statements incorporated in this Prospectus
by reference to our Annual Report on Form 10-K for the fiscal year ended June   
30, 2000 have been so incorporated in reliance upon the report of               
PricewaterhouseCoopers LLP, independent accountants, given on the authority of  
said firm as experts in auditing and accounting.                                

 WHERE YOU CAN FIND MORE INFORMATION

  We file reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). You may read and copy any       
document we file at:                                                            

        -        the Public Reference Room of the SEC, 450 Fifth Street, N.W.,
Washington, DC 20549;                       

        -        the public reference facilities at the SEC's regional offices
                  located at Seven World Trade Center, 13th Floor, New York, New
               York 10048 or 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.                             

     You can also obtain copies of any documents we file from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C., 20549 
at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further          
information on the public reference rooms. Our SEC filings are also available to
the public from the SEC's Website at http://www.sec.gov.                        

 We have filed with the SEC a Registration Statement on Form S-3
(together with any amendments or supplements thereto, the "Registration         
Statement") under the Securities Act covering the shares of common stock offered
hereby. As permitted by the SEC, this prospectus, which constitutes a part of   
the Registration Statement, does not contain all the information included in the
Registration Statement. Such additional information may be obtained from the    
locations described above. Statements contained in this prospectus as to the    
contents of any document are not necessarily complete. You should refer to the  
document for all the details.                                                   

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   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The SEC allows us to incorporate by reference the information we file
with them, which means that we can disclose important information to you by     
referring you to those documents. The information incorporated by reference is  
considered to be part of this prospectus, and information that we file later    
with the SEC will automatically update and supersede this information. We       
incorporate by reference the documents listed below and any future filings we   
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the          
Securities Exchange Act of 1934:                                                

        -        our annual report on Form 10-K for the fiscal year ended June
30, 2000,                                   

   -        our proxy statement dated October 5, 2000 concerning our
             annual meeting of stockholders to be held on November 15,
2000, and                                   

-        the description of our capital stock contained in our
               registration statement on Form 8-A, dated October 11, 1996,
          and any amendments or reports filed for the purpose of
updating that description.                  

    You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:                                        

MemberWorks Incorporated      
9 West Broad Street           
Stamford, Connecticut  06902  
(203) 324-7635                
Attention: George W. M. Thomas

       This prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information provided in this prospectus. We    
have not authorized anyone to provide you with information other than the       
information provided in this prospectus. We are not making an offer of these    
securities in any state where the offer is not permitted. You should not assume 
that the information in this prospectus is accurate as of any date other than   
the date on the front of this document.                                         

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                           

The following expenses, other than the Securities and Exchange
Commission registration fee are estimated. All of the expenses of the offering  
will be paid by the Company.                                                    

                                                                [Download Table]
                                                                            
SEC Registration Fees ....................................      $   3,810.15
Legal Fees and Expenses...................................            20,000
Miscellaneous.............................................             1,000
                                                                ------------
          Total...........................................      $  24,810.15
                                                                ============

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                             

Except as hereinafter set forth, there is no provision in our 
Certificate of Incorporation or any contract, arrangement or statute under which
any director or officer of MemberWorks is insured or indemnified in any manner  
against any liability that he may incur in his capacity as such.                

        Article Eight of the Amended and Restated Certificate of Incorporation
(the "Restated Certificate of Incorporation") provides that no director of the  
Registrant shall be personally liable for any monetary damages for any breach of
fiduciary duty as a director, except to the extent that the Delaware General    
Corporation Law prohibits the elimination or limitation of liability of         
directors for breach of fiduciary duty.                                         

         Article Nine of the Restated Certificate of Incorporation provides that
a director or officer of the Registrant (a) shall be indemnified by the         
Registrant against all expenses (including attorney's fees), judgments, fines   
and amounts paid in settlement incurred in connection with any litigation or    
other legal proceeding (other than an action by or in the right of the          
Registrant) brought against him by virtue of his position as a director or      
officer of the Registrant if he acted in good faith and in a manner he          
reasonably believed to be in, or not opposed to, the best interests of the      
Registrant, and, with respect to any criminal action or proceeding, had no      
reasonable cause to believe his conduct was unlawful and (b) shall be           
indemnified by the Registrant against all expenses (including attorneys' fees)  
and amounts paid in settlement incurred in connection with any action by or in  
the right of the Registrant brought against him by virtue of his position as a  
director or officer of the Registrant if he acted in good faith and in a manner 
he reasonably believed to be in, or not opposed to, the best interests of the   
Registrant, except that no indemnification shall be made with respect to any    
matter as to which such person shall have been adjudged to be liable to the     
Registrant, unless a court determined that, despite such adjudication but in    
view of all of the circumstances, he is entitled to indemnification of such     
expenses. Notwithstanding the foregoing, to the extent that a director or       
officer has been successful, on the merits or otherwise, including, without     
limitation, the dismissal of an action without prejudice, he is required to be  
indemnified by the Registrant against all expenses (including attorneys' fees)  
incurred in connection therewith. Expenses shall be advanced to a Director or   
office at his request, provided that he undertakes to repay the amount advanced 
if it is ultimately determined that he is not entitled to indemnification for   
such expenses.                                                                  

         Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not    
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for            
indemnification, or if the Registrant fails to make an indemnification payment  
within 60 days after such payment is claimed by such person, such person is     
permitted to petition the court to make an independent determination as to      
whether such person is entitled to indemnification. As a condition precedent to 
the right of indemnification, the director or officer must give the Registrant  
notice of the action for which indemnity is sought and the Registrant has the   
right to participate in such action or assume the defense thereof.              

   Article Nine of the Restated Certificate of Incorporation further
provides that the indemnification provided therein is not exclusive, and        
provides that in the event that the Delaware General                            

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Corporation Law is amended to expand the indemnification permitted to directors 
or officers, the Registrant must indemnify those persons to the fullest extent  
permitted by such law as so amended.                                            

     Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the         
corporation in related capacities against amounts paid and expenses incurred in 
connection with an action or proceeding to which he is or is threatened to be   
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person   
had no reasonable cause to believe his conduct was unlawful; provided that, in  
the case of actions brought by or in the right of the corporation, no           
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the 
extent that the adjudicating court determines that such indemnification is      
proper under the circumstances.                                                 

ITEM 16.  EXHIBITS                                                              

                                                        [Enlarge/Download Table]

Exhibit                                                                                            
Number                                       Description                                           
------                                       -----------                                           
                                                                                                   
  5.1    Opinion of George W. M. Thomas regarding the common stock registered hereby               
 23.1    Consent of George W. M. Thomas (included in opinion delivered under Exhibit No. 5.1)      
 23.2    Consent of PricewaterhouseCoopers LLP                                                     
 24.1    Powers of Attorney (included as part of the signature page of this registration statement)

ITEM 17.  UNDERTAKINGS                                                          

A.       The undersigned registrant hereby undertakes:        

                1.       To file, during any period in which offers or sales
                        are being made, a post-effective amendment to this
registration statement:   

                    (a)      To include any prospectus required by
                               Section 10(a)(3) of the Securities Act;

                        (b)      To reflect in the prospectus any facts or
                                  events arising after the effective date of
                               the registration statement (or the most
                                recent post-effective amendment thereof)
                                which, individually or in the aggregate,
                             represent a fundamental change in the
                                 information set forth in the registration
      statement; and

                       (c)      To include any material information with
                               respect to the plan of distribution not
                                previously disclosed in the registration
                                statement or any material change to such
                                  information in the registration statement;

     provided, however, that paragraphs A.1 (a) and A.1 (b) above do not
      apply if the information required to be included in a post-effective
      amendment by those paragraphs is contained in periodic reports filed
  with or furnished to the Securities and Exchange Commission (the
         "Commission") by the registrant pursuant to Section 13 or Section 15(d)
   of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that are incorporated by reference in the registration 
statement.                                                    

               2.       That, for the purpose of determining any liability
                        under the Securities Act, each such post-effective
                        amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                      and the offering of such securities at that time
                          shall be deemed to be the initial bona fide offering
thereof.                  

      3.       To remove from registration by means of a
                          post-effective amendment any of the securities being
                          registered which remain unsold at the termination of
the offering.             

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 B.       The undersigned registrant hereby undertakes that, for
              purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
              Section 13(a) or Section 15(d) of the Exchange Act that is
                 incorporated by reference in the registration statement shall
                be deemed to be a new registration statement relating to the
        securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
fide offering thereof.                      

       C.       Insofar as indemnification for liabilities arising under the
              Securities Act may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the
            provisions described in Item 15 above, or otherwise, the
          registrant has been advised that in the opinion of the
               Commission such indemnification is against public policy as
      expressed in the Securities Act and is, therefore,
                unenforceable. In the event that a claim for indemnification
           against such liabilities (other than the payment by the
                  registrant of expenses incurred or paid by a director, officer
             or controlling person of the registrant in the successful
               defense any such action, suit or proceeding) is asserted by
              such director, officer or controlling person in connection
              with the securities being registered, the registrant will,
            unless in the opinion of its counsel the matter has been
          settled by controlling precedent, submit to a court of
      appropriate jurisdiction the question whether such
                  indemnification by it is against public policy as expressed in
        the Securities Act and will be governed by the final
adjudication of such issue.                 

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SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this         
registration statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, in the City of Stamford, State of Connecticut on the 27th day  
of October 2000.                                                                

              MEMBERWORKS INCORPORATED

              By:      /s/ Gary A. Johnson
                                         -------------------------------------
                   Gary A. Johnson
                                         President and Chief Executive Officer

 POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gary A. Johnson and James B.   
Duffy, and each of them each with full power to act without the other, his true 
and lawful attorney-in-fact and agent, each with full power of substitution and 
resubstitution, for such person and in his name, place and stead, in any and all
capacities, to sign any or all further amendments or supplements (including     
post-effective amendments) to this Form S-3 Registration Statement and to file  
the same, with all exhibits thereto, and other documents in connection          
therewith, with the Securities and Exchange Commission, granting unto each of   
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intent and purposes as he might or could do in     
person, hereby ratifying and confirming all that each of said attorneys-in-fact 
and agents, or his substitutes, may lawfully do or cause to be done by virtue   
thereof.                                                                        

               Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the     
capacities and on the dates indicated.                                          

                                                        [Enlarge/Download Table]

                  Name                                    Title                       Date      
                  ----                                    -----                       ----      
                                                                                                
/s/ Gary A. Johnson                         President, Chief Executive Officer  October 27, 2000
------------------------------------------             and Director                             
         Gary A. Johnson                      (Principal Executive Officer)                     

/s/ Dennis P. Walker                           Executive Vice President and     October 27, 2000
------------------------------------------               Director                               
         Dennis P. Walker                                                                       
/s/ James P. Duffy                          Executive Vice President and Chief  October 27, 2000
------------------------------------------          Financial Officer                           
         James P. Duffy                                                                         
/s/ Stephen J. Clearman                                  Director               October 27, 2000
------------------------------------------                                                      
         Stephen J. Clearman                                                                    
/s/ Alec L. Ellison                                      Director               October 27, 2000
------------------------------------------                                                      
         Alec L. Ellison                                                                        
/s/ Michael R. O'Brien                                   Director               October 27, 2000
------------------------------------------                                                      
         Michael R. O'Brien                                                                     
/s/ Marc S. Tesler                                       Director               October 27, 2000
------------------------------------------                                                      
         Marc S. Tesler                                                                         

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 EXHIBIT INDEX

                                                        [Enlarge/Download Table]

Exhibit                                                                                            
Number                                         Description                                         
------                                         -----------                                         
                                                                                                   
   5.1   Opinion of George W. M. Thomas regarding the common stock registered hereby               
  23.1   Consent of George W. M. Thomas (included in opinion delivered under Exhibit No. 5.1)      
  23.2   Consent of PricewaterhouseCoopers LLP                                                     
  24.1   Powers of Attorney (included as part of the signature page of this registration statement)

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
		11/15/00		14					DEF 14A
Filed on:		10/27/00		1		18
		10/26/00		1		8
		10/20/00		2		11
		10/12/00		2		11
		10/5/00		14					DEF 14A
		6/30/00		4		14			10-K
		10/11/96		14					8-A12G
									List all Filings