Exhibit 14




                            MemberWorks Incorporated


                                 Code of Conduct


                              As of April 26, 2004








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                                Table of Contents
                                -----------------



Section                                                           Page

General Standard & Practices                                       3
Protecting Company Assets                                          5
Record Keeping                                                     5
Public Disclosures                                                 6
Confidential Information                                           6
Conflicts of Interest                                              7
   Loans                                                           8
   Gifts & Gratuities                                              8
   Information                                                     8
   Payments                                                        8
   Employment                                                      8
Client Relations                                                   9
E-mail & Internet Compliance                                       9
Delegation of Authority                                            10
Securities Law & Insider Information                               10
Political Contributions                                            11
Human Resources                                                    12
    Equal Employment Opportunity                                   13
    Non-Harassment and Sexual Harassment                           13
Reporting Violation of Policies                                    14
Accountability                                                     15
Acknowledgement - Signature Page                                   16



                                       2

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                          General Standards & Practices
                          -----------------------------

This policy, the MemberWorks Code of Conduct, has been adopted by the Board of
Directors as our Company's code of ethics as required by Section 406 of the
Sarbanes-Oxley Act of 2002. Our Code applies to all MemberWorks employees,
members of the Board of Directors, consultants, contract labor or others, when
they are representing or acting on behalf of the Company.

MemberWorks is dedicated to promoting integrity and maintaining the highest
standards of ethical conduct in all of our activities. MemberWorks is committed
to complying with all laws, rules and regulations applicable to the conduct of
our business. Employees must avoid activities that could involve or lead to
involvement of MemberWorks or its personnel in any unlawful practice. The
employment of personnel or the use of MemberWorks assets for any unlawful
purpose is strictly forbidden.

Over and above the strictly legal aspects of compliance, all MemberWorks
employees are expected to observe the highest standards of business and personal
ethics in the discharge of their assigned responsibilities. This means behaving
honestly and with integrity at all times, whether dealing with other MemberWorks
employees, the public, the business community, shareholders, consumers, or
clients. It also means avoiding any questionable relationship with persons or
companies with whom MemberWorks transacts or is likely to transact business,
avoiding disclosure to others of confidential information obtained in the course
of MemberWorks employment, and avoiding situations which may place employees in
a conflict of interest situation to the possible detriment of MemberWorks and/or
themselves.

It is the policy of the Company to comply with all applicable laws and to act
fairly, impartially and in an honest and proper manner in all cases. The highest
standards of conduct are required of our employees and all persons who act on
our behalf, which includes contractors and consultants.

However, no set of guidelines can cover all situations that MemberWorks
employees may encounter. When in doubt, employees should ask the following
questions:

o    Would my action inspire trust?

o    Is my action legal? If legal, is it ethical?

o    Are my actions honest in every respect?

o    Can I defend this action with a clear conscience  before my supervisor,  my
     fellow employees and the general public?

o    Would my supervisor  act this way?  Would it be helpful or advisable to ask
     my supervisor before I act?

o    Would I be proud to read about my action in the newspaper?


                                       3

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Compliance with the MemberWorks Code of Conduct is a condition of employment.
Failure to comply may result in a range of disciplinary actions, including
dismissal. Failure by any MemberWorks employee to disclose violations of these
standards and practices by other MemberWorks employees or contract workers is
also grounds for disciplinary action.

Periodically, MemberWorks asks employees to acknowledge their commitment to the
spirit and letter of the MemberWorks Code of Conduct by signing an
acknowledgement document. All new employees will also be asked to sign the
acknowledgement document during their orientation. The acknowledgement document
is the last page of this Code of Conduct and must be signed and returned to the
Benefits Manager once the Code has been reviewed by the employee.





                                       4




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Protecting Company Assets
-------------------------

Accuracy and reliability of MemberWorks' business records are not only mandated
by law, but are of critical importance to the Company's decision-making process
and to the proper discharge of MemberWorks' financial and legal reporting
obligations. All business records, accounts, and reports to government agencies
and others must be prepared promptly and with care and honesty. False or
misleading entries in the Company's records are unlawful and are not permitted.
No officer or employee, regardless of position, is authorized to depart from
this requirement or to condone a departure by anyone else. All Company funds,
assets and liabilities must be recorded in accordance with appropriate Company
accounting procedures.

All employees must ensure that accounting and internal control procedures are
strictly adhered to at all times. Employees should advise the responsible person
in their department or other appropriate management of any deviations they
observe in such procedures.


Record Keeping
--------------

MemberWorks' records of its transactions are important corporate assets. Each
group must make its own initial determination of how long its records need to be
retained for effective operations ("Group Document Retention Program") in
accordance with MemberWorks' Record Retention Policy which is available from the
Legal Department. Each Group Document Retention Program may be adjusted from
time-to-time to comply with legally required retention periods. All group
records must be retained for the period established by the applicable Group
Document Retention Program. The basic purpose of the Record Retention Policy is
to ensure that the books, invoices, records and accounts of the Company are kept
in reasonable detail and accurately and fairly reflect the transactions and
dispositions of the assets of the Company. Each employee is required to maintain
accurate and fair records of transactions, time reports, expense accounts, and
other company records related to their functions.

In this respect, the following guidelines must be followed:

o    No undisclosed, unrecorded, or "offbook" funds or assets should be
     established for any purpose;

o    No false or fictitious invoices should be paid or created;

o    No false or artificial entries should be made or misleading reports issued;

o    Assets and  liabilities  of the Company shall be  recognized  and stated in
     accordance with the Company's standard practices and GAAP.

o    All documents  must be retained in accordance  with the Company's  Document
     Retention Policy and the applicable Group Document Retention Program.


                                       5


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Public Disclosures
------------------

All disclosures made in all periodic reports and documents filed with the
Securities and Exchange Commission, and other public communications by the
Company must be full, fair, accurate, timely and understandable. This obligation
applies to all employees with any responsibility for the preparation of such
reports, including drafting, reviewing, and signing or certifying the
information contained therein. This requires operating in an environment of open
communication, while not compromising confidential information.


Confidential Information
------------------------

Confidential information may include various kinds of information, but certainly
includes internal, confidential, proprietary or secret information related to
MemberWorks' business. Most of MemberWorks' processes and much of our other
know-how and experience are protected as trade secrets. Such trade secrets are
valuable assets. Other examples of confidential information include computer
passwords and software, product formulations, business forecasts, plans and
strategies and information concerning our members, operations, customers and
vendors.

MemberWorks' employees must not disclose confidential information to anyone
outside of MemberWorks without specific authorization. This applies both during
employment and afterwards. Unauthorized disclosures (sometimes called "theft" or
"misappropriation") may result in a loss of the value of the trade secrets and
may constitute a crime or amount to a breach of contract.

To protect the Company's confidential information:

o    Confidential  information  of the Company  should be  disclosed  within the
     Company only on a need-to-know basis.

o    Confidential  information of the Company  (paper or  electronic)  should be
     marked "CONFIDENTIAL", as necessary.

o    Confidential information of the Company should be disclosed outside the
     Company only when required by law or when necessary to further the
     Company's business activities and in accordance with the Company's
     disclosure guidelines.

We also have an obligation to protect the confidential information provided to
us by our clients during the course of business. They expect this from us just
as we expect it from them.

Violation of these standards and procedures will subject the employee to
disciplinary action, up to and including termination of employment.

Collecting information on our competitors from legitimate sources to evaluate
the relative merits of their products, services and marketing methods is proper
and often necessary. However, there are limits to the ways information should be
acquired. Industrial espionage is obviously wrong, but so is seeking
confidential information from a new employee who recently worked for a
competitor, or misrepresenting your identity in the hopes of getting
confidential information from a competitor. Any form of questionable
intelligence gathering is strictly against Company policy.

                                       6

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Questions employees should ask themselves:

o    If the president of a competitor knew I was using this means of obtaining
     information about his or her company, would he or she believe it was
     proper?

o    If I changed jobs and went to work for a competitor, would it be
     appropriate for me to give to the competitor MemberWorks confidential
     information?

Please note that you may be asked to or may have already signed a separate
confidentiality agreement with the Company which incorporates the foregoing
principles.


Conflicts of Interest
---------------------

MemberWorks employees have an obligation to give their complete loyalty to the
best interests of the Company. They should avoid any actions that may involve,
or may appear to involve, a conflict of interest with the Company. "Conflict of
Interest" generally describes situations where an employee's own interest may
influence the way he or she handles Company business. It usually involves a
situation where an employee or an employee's family members can benefit
personally from transactions involving the Company.

While a possible conflict between personal interests and Company interests does
not always result in damage to the Company, its very existence creates an
inappropriate condition. Even the appearance of a conflict of interest should be
avoided. It is not possible to describe all instances where a conflict of
interest could occur. However, the guidelines below help define a potential
conflict of interest.

A conflict of interest can exist when an employee or family member has a direct
or indirect financial interest in, or receives any compensation or other benefit
from, any individual or firm that:

o    Sells material, equipment or property to the Company;

o    Renders any service to the Company;

o    Has contractual relations or business dealings with the Company; or

o    Competes with or engages in a similar business as that of the Company.

A conflict may also exist when an employee uses Company equipment, personnel or
facilities for personal gain. Financial interests in businesses do not include
ownership of stock in corporations listed on a stock exchange, provided that the
financial interest does not exceed one percent of the corporation's outstanding
shares.


                                       7


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Company business must be conducted solely on the basis of merit and open
competition. Employees must refrain from actions that might impair their
independent judgment or provide an unfair advantage to a contractor. The
following illustrates some of the kinds of activities employees should avoid:

Loans

Employees should not borrow from the Company's customers or from individuals or
companies with which the Company does business, except where the business of the
client is to make consumer loans or to issue consumer credit (e.g. house
mortgage.)

Gifts and gratuities

Employees should not solicit compensation, gifts, services, benefits or
hospitality (including tickets to sporting, recreational or other events) from
customers or suppliers. In addition, employees should not accept gifts,
services, benefits or hospitality from any entity, representatives of any entity
or any person that does or seeks to do business with the Company that might
influence or appear to influence the employee's conduct in representing the
Company. Gifts and entertainment may be exchanged at a level that does not
exceed customary courtesies extended in accordance with ethical business
practices (i.e., $250.) Employees can check with the General Counsel for further
explanation of what constitutes inappropriate gifts and entertainment in your
specific area of operations.

Information

Employees should not disclose or use for their own benefit, or the benefit of
anyone other than the Company, information that is not known to the general
public. Such information includes reports, internal memoranda, technical data,
financial data, operating data and other information regarding the Company's
business and operational activities and future plans.

Payments

Employees should not make illegal, questionable or unauthorized payments of
money or other property to anyone.

Employment

Employees should not perform work or render services for an organization that
competes with the Company or with which the Company does business without
appropriate approval from management.

If you or a family member is engaged in activities that create or even appear to
create a conflict of interest, you must immediately provide all pertinent
information to your supervisor or a member of the Legal or Human Resources
Department.

                                       8


<PAGE>

Questions employees should ask themselves:

o    Could my outside business of financial interests adversely affect my job
     performance or judgment on behalf of MemberWorks?

o    Can I reasonably conduct my business outside of normal company work hours
     and prevent my customers from contacting me at work?

o    Will I be using Company equipment, materials or proprietary information in
     my outside business?

If you are unsure if an actual or potential conflict of interest exists in any
potential situation, you should contact your immediate supervisor and/or a
member of the Legal or Human Resources Department.


Client Relations
----------------

Business integrity is a key standard for the selection and retention of those
who represent MemberWorks. Agents, representatives, or consultants must certify
their willingness to comply with the Company's policies and procedures and must
never be retained to circumvent our values and principles.

Appropriate business entertainment occurring in connection with business
discussions or the development of business relationships is generally deemed
appropriate in the conduct of official business. This may include
business-related meals and trips, refreshments before or after a business
meeting, and occasional athletic, theatrical or cultural events. As noted above
in the gifts and gratuities section, gifts having a market value greater than
$250 are not allowed, unless specifically approved by the General Counsel.
Entertainment in any form that would likely result in a feeling or expectation
of personal obligation should not be extended or accepted. This applies equally
to giving or receiving entertainment.

Questions employees should ask themselves:

o    Am I offering or giving something in order to obtain special  treatment for
     the Company?

o    Will I favor this supplier because he or she gives me a gift?

o    If my supervisor knew about the gift a supplier gave to me, would he or she
     approve?

o    How often this year have I provided gifts to this client?

o    How often this year have I taken gifts from this client?


E-mail & Internet Compliance
----------------------------

Business records are defined very broadly. They may include electronic mail and
even individual notes and diaries. Use of e-mail is intended primarily for
business purposes and must comply with MemberWorks' Electronic Communications
and Monitoring Policy. All e-mail communications are the property of
MemberWorks. Employees may not use e-mail for personal profit, advertising,
soliciting funds, chain letters, or any communications that may damage
MemberWorks' reputation. E-mail should be used with discretion when sending
confidential or proprietary information. If any information is too sensitive for
a memo, then it is likely too sensitive for an electronic mail communication.
E-mail communications are not secure, and are essentially an electronic
postcard.

                                       9

<PAGE>

Employees should also exercise good judgment when using the Internet at work. To
control costs, the Internet should be used primarily for business purposes. The
Internet is public, so please be careful not to disclose confidential
information, or acquire unauthorized information over the Internet. Your use of
the Internet, and the information you access, may be monitored by MemberWorks
management and others. Accessing or distributing pornographic or offensive
materials by Internet or e-mail is strictly prohibited.

When you write about Company business, remember that our business records are
subject to compulsory disclosure to the government or private parties in
litigation. More importantly, our records may be used by the news media to mold
public opinion about the Company's image. Irrespective of where you write it,
what you write may have significant consequences. Once sent, messages can be
easily printed, edited and distributed.

Please note that you may be asked to or may have already signed MemberWorks'
Electronic Communications and Monitoring Policy which incorporates the foregoing
principles.


Delegation of Authority
-----------------------

Only MemberWorks' Chief Executive Officer, Chief Financial Officer, General
Counsel, or employees who are specifically authorized by any one of these
officers, may commit the Company to others. A "commitment", whether in writing
or made orally, by MemberWorks includes the execution of any written agreement
or any other undertaking that obligates or binds the Company in any respect,
whether or not it involves the payment of money. Employees must never execute a
document or otherwise commit the Company except as provided above.


Securities Law & Insider Information
------------------------------------

Because MemberWorks' stock and other securities are owned and traded by the
public, MemberWorks is obligated by various laws to make prompt, full and fair
public disclosure of information that may materially affect the market for its
stock.

For these reasons, any information that reasonably could be expected to affect
the market for MemberWorks' stock must be kept strictly confidential until
public disclosure is made. Company employees who possess material, non-public
information and who take advantage of their position to profit (or minimize
losses) at the expense of less informed investors may be held civilly or
criminally liable. Information is "material" if there is a substantial
likelihood that a reasonable investor would consider it important in arriving at
a decision to buy, sell or hold stock or other securities. Disclosure of
material, non-public information to others who buy or sell securities using that
information can result in civil and criminal penalties.


                                       10

<PAGE>

Any person having such inside information is prohibited by law from buying or
selling MemberWorks stock or other securities when that information has not been
made public. Trading under such circumstances is illegal whether employees trade
for their own benefit or for the benefit of others. It is also illegal if an
employee does not engage in any securities trading but another person to whom
the MemberWorks employee has disclosed the inside information does such trading.

These prohibitions apply to any MemberWorks employee who has material inside
information, not just officers or managers. Although usually considered in the
securities law context, the prohibition against using inside information also
includes transactions in real estate and any other transaction where that inside
information provides an unfair advantage.

No employee may trade in MemberWorks securities while in possession of inside
information. Further, no employee who comes into possession of inside
information about MemberWorks or any other company should trade in such
company's securities. Additional information on securities law and insider
trading is outlined in the MemberWorks Policy Statement on the Prevention of
Insider Trading and Stock Tipping agreed to by you.

Questions employees should ask themselves:

o    Does information I have learned about the Company make me want to buy
     stock?

o    If the newspaper published what I know, would it make the Company's stock
     rise or fall?

o    How would the trade I am considering look to government prosecutors if it
     became the subject of an investigation?

Please note that you may be asked to or may have already signed a separate
insider trading/stock tipping prevention policy document which incorporates the
foregoing principles.


Political Contributions
-----------------------

MemberWorks encourages all employees to exercise their rights of citizenship by
voting, by making personal political contributions if they wish to do so with
their own funds, and by being otherwise politically active, in support of
candidates or parties of the employee's own personal selection. It should be
clearly understood that such political activity by employees must be performed
strictly in their individual and private capacities as responsible citizens and
not on behalf of MemberWorks.

No political contributions for any candidate for U.S. federal office may be made
for, or on behalf of, MemberWorks by any MemberWorks employee. Employees may
make recommendations, however, to representatives of the MemberWorks Political
Action Committee (a political action committee registered with the Federal
Election Commission). Under federal law it is strictly prohibited to contribute
corporate funds to any federal candidate.


                                       11


<PAGE>

Even in those state and local jurisdictions where corporate contributions are
legal, no employee is authorized to make any political contribution, including
the purchase of tickets to raise political funds and the furnishing of any goods
or services, for or on behalf of MemberWorks, unless it has been cleared in
accordance with established Company procedures and has been reviewed and
approved by the General Counsel. Approved monetary contributions may be made
only by company check payable to the candidate or political committee in
question.

MemberWorks believes that it is not advisable to become involved in the internal
political affairs of a foreign country. Accordingly, neither MemberWorks nor any
employee may make a foreign political contribution on behalf of MemberWorks. It
is also important to recognize that employee activities in this area put the
individual and the Company at great risk of federal prosecution, fines and/or
jail.


Human Resources
---------------

All employees and supervisors, regardless of level, shall endeavor to meet the
following objectives:

o    Respect each employee, consultant, contract laborer, representative of
     customers, suppliers and contractors as an individual, showing courtesy and
     consideration and fostering personal dignity. Members of the management
     team shall use good judgment and exercise appropriate use of their
     influence and authority in their interactions with employees, clients,
     suppliers, customers, contractors and partners.

o    Make a commitment to and demonstrate equal treatment of all employees,
     workers, customers, suppliers and contractors without regard to race,
     color, gender, religion, age, national origin, citizenship status, veteran
     status, sexual orientation or disability.

o    Provide employment opportunities to qualified individuals with disabilities
     and, in the United States, to Vietnam-era and other veterans.

o    Encourage employees to voice their opinions freely about the policies and
     practices of the Company by communicating and practicing MemberWorks' open
     door policy.

o    Provide a workplace free of harassment on the basis of race, color, gender,
     religion, age, national origin, citizenship status, veteran status, sexual
     orientation or disability.

o    Keep employees generally informed of the policies, plans and progress of
     the Company through regular communications.

o    Afford employees a reasonable opportunity, consistent with the needs of the
     Company, for training to become better skilled in their jobs.


                                       12

<PAGE>


o    Provide and maintain a safe, healthy and orderly workplace.

o    Assure uniformly fair compensation and benefit practices that will attract,
     reward and retain quality employees.

Equal Employment Opportunity

It is the policy of MemberWorks to ensure equal treatment for all employees and
applicants, regardless of race, color, religion, national origin, age, sex,
sexual orientation, or mental/physical capacity. This policy applies to all
company activities, including, but not limited to, recruiting, hiring, training,
transfers, promotions and benefits.

Questions employees should ask themselves:

o    Will my decision be consistent with company policy?
o    Am I considering only objective job related factors?
o    Do I expect all employees to meet the same standards?

Non-Harassment and Sexual Harassment

It is Company policy to provide a workplace free from tensions involving matters
that do not relate to the Company's business. In particular, an atmosphere of
tension created by ethnic, racial, sexual or religious remarks, unwelcome sexual
advances, or requests for sexual favors, will not be tolerated.

Harassment of employees, applicants, customers, contractors or suppliers by
other employees is a violation of Company policy. Harassment includes, without
limitation, verbal harassment (epithets, derogatory statements, slurs), physical
harassment (hitting, pushing or other aggressive physical contact) and visual
harassment (posters, cartoons, drawings).

Harassment may be unlawful and is prohibited whether it occurs in the workplace,
at customer or vendor sites, or at other employment-related events or
activities. However, the objectionable conduct need not be unlawful to violate
Company policy. Company policy prohibits all inappropriate harassing conduct,
whether or not the conduct is so severe as to be considered a violation of law.

Unlawful sexual harassment is defined as unwelcome sexual advances, requests for
sexual favors, and verbal or physical conduct of a sexual nature, (1) when
submission to or rejection of such conduct is made either explicitly or
implicitly a term or condition of employment; (2) or is used as a basis for
employment decisions; or (3) when such conduct has the purpose or effect of
unreasonably interfering with an individual's work performance by creating an
intimidating, hostile, humiliating or sexually offensive work environment.


                                       13


<PAGE>

While it is not possible to provide an exhaustive list of conduct that violates
the Company's sexual harassment policy, what follows are examples of conduct
which may constitute policy violations, regardless of intent:

     o   Sexual advances
     o   Requests for sexual favors
     o   The exchange of sexual favors for actual or promised job benefit or
         salary enhancement
     o   Use of sexual epithets
     o   Inappropriate references to male or female anatomy
     o   Written or verbal references to sexual conduct
     o   Gossip regarding one's sexual activities or prowess
     o   Repeated requests for dates
     o   Leering, whistling or touching
     o   Inquiries or comments about another's sex life
     o   Assault or coerced sexual activity
     o   Displaying sexually suggestive objects, pictures, cartoons
     o   Telling sexual jokes

Employees who observe, learn of, or are subjected to harassment, are responsible
immediately to report the conduct to Human Resources, attention Senior Vice
President, for prompt investigation. Investigations will be conducted in as
discrete and as confidential a manner as is practicable.

Retaliation against individuals who report such violations of policy, or against
those who provide information in an investigation of such violations, is also a
violation of policy.

MemberWorks will act promptly and vigorously to take corrective action and
appropriate discipline with respect to any harassment or retaliation, up to and
including termination of offending individuals.

Questions employees should ask themselves:

o    How would I feel if I were subjected to the same treatment?
o    Am I giving his or her point of view as much consideration as my own?


Reporting Violations of Policies
--------------------------------

There are no easy answers to many ethical issues we face in our daily business
activities. In some cases the right thing to do will be obvious, but in other
more complex situations, it may be difficult for an employee to decide what to
do. When an employee is faced with a tough ethical decision or whenever they
have any doubts as to the right thing to do, they can and should talk to the
Legal Department or Human Resources. The Company has established a system for
reporting violations of any of the Company policies, as well as any suspected
misconduct by any employee or representative of the Company. This may be done
anonymously through (203) 674-7069 or (203) 674-7020 or in writing sent via
interoffice mail to: Attention: General Counsel or Attention: Senior Vice
President - Human Resources.


                                       14

<PAGE>

In addition, the Company has created a process for employees to communicate
complaints or concerns about accounting, internal accounting controls or
auditing matters. These concerns can and should be communicated to the Audit
Committee of the Board of Directors by leaving an anonymous message on an
independent hotline at 1-877-879-2787.

MemberWorks will not permit any form of retribution against any person, who, in
good faith, reports known or suspected violations of Company policy.


Accountability
--------------

The responsibility for observing the Code of Conduct, including the duty to seek
interpretation when in doubt, rests with each employee. No officer or employee
in any position is authorized to depart from MemberWorks' standards and
practices or to condone a departure by anyone else. Strict compliance with
Company standards and practices described in this Code of Conduct is required.
Violations of this code are cause for corrective action which may result in
disciplinary action up to and including discharge.

In summary, MemberWorks expects every employee to use his or her best efforts to
meet MemberWorks' high ethical and compliance standards. Choosing a "quick fix"
or taking a "short cut" around the law or our standards may subject MemberWorks,
and you personally, to substantial penalties.

This Code of Conduct will also continue to be reviewed regularly, with any
updates made available to employees.

Finally, please remember that compliance is an ongoing activity. Day in and day
out, we must always adhere to the highest standards of honesty and integrity in
the conduct of our business.




                                       15

<PAGE>



                                 ACKNOWLEDGEMENT


I acknowledge that I have received the MemberWorks Code of Conduct, and
understand that every employee is required to comply with its terms.

I hereby agree to comply with the terms of the MemberWorks Code of Conduct.



--------------------------------            --------------------------------
          Signature                                       Date









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