UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	FORM 10-K/A

(Mark One)
[ X ]	ANNUAL REPORT PURSUANT TO SECTION 13
	OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000

	OR

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

	For the transition period from ---------- to ----------

Commission file number 0-10786

	ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC.
	--------------------------------------------------------
(Exact name of registrant as specified in its charter)

         Delaware                              06-1361276
------------------------------               	  ---------------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                  Identification No.)

      488 Main Street
      Norwalk, Connecticut       		       06851
----------------------------------------
		---------
(Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code:  203-849-2500
                                                    ----------------
Securities registered pursuant to Section 12(b) of the Act:  None
                                                             ------
Securities registered pursuant to Section 12(g) of the Act:


	Common Stock, $.01 par value
	------------------------------------
	(Title of class)

	Indicate by a check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period as the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.

	           Yes [ X ]           No [    ]

		Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [   ]

          State the aggregate market value of the voting and non-
voting stock held by non-affiliates of the registrant. The aggregate
market value shall be computed by reference to the price at which
the common stock was sold, or the average bid and asked prices of
such common equity, as of a specified date within 60 days prior to
the date of filing.

Aggregate market value as of March 12, 2001        $4,784,980

		Indicate the number of shares outstanding of each of the
registrant's classes of common stock as of the latest practicable
date.

		Common Stock, $.01 par value,
		 as of March 12, 2001                    21,345,383 shares


	DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the documents, all or portions of which are
incorporated by reference herein, and the part of the Form 10-K into
which the document is incorporated: Proxy Statement to be filed with
respect to the 2001 Annual Meeting of Stockholders-Part III.





	AMENDMENT NO. 1

	The undersigned hereby amends the following items, financial
statements, exhibits or other portions of the Annual Report on Form
10-K for the fiscal year ended December 31, 2000 of Electronic
Retailing Systems International, Inc. (the "Company"), as set forth
in the pages attached hereto:

		Item 10.  Directors and Executive Officers of the
Registrant
		Item 11.  Executive Compensation

		Item 12.  Security Ownership of Certain Beneficial Owners
and Management

		Item 13.  Certain Relationships and Related Transactions

PART III

ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
		--------------------------------------------------

	Certain biographical information concerning the directors of
the Company is set forth below. Such information was furnished by
them to the Company.

Name of Director		Age 		Biographical Information
--------------------- 	---	     -------------------------

David Diamond			42		Executive Vice President of
Marketing and New Applications,
Catalina Marketing Corporation
since 1997; consultant to
suppliers of products and
services to the supermarket
industry from prior to 1996
until 1997; Director of the
Company since 1996.

Bruce F. Failing, Jr. 	52		Founder of the Company in 1990,
and its Vice Chairman of the
Board and Chief Executive
Officer; President of the
Company through 1997; Director
of the Company since 1990.

Norton Garfinkle 		70		Founder of the Company in 1990,
and its Chairman of the Board;
Chairman of Cambridge Management
Corporation (manufacturer and
marketer of DAP series of
massively parallel processing
computers) since prior to 1996,
and Chairman of its affiliates
(engaged in the research and
development of new
technologies), including Oxford
Management Corporation, during
such period; Director: eSynch
Corporation; Director of the
Company since 1990

Michael Persky			37		President and Chief Operating
Officer of the Company since
1998, Vice President-Marketing
of the Company from 1997 to
1998; Vice President-Marketing
for Executone Inc. (manufacturer
of telephone systems) from 1996
to 1997; Marketing Director,
Europe, Middle East and Africa,
Octel Communications (voice mail
supplier) from prior to 1996 to
1997; Director of the Company
since 2000.

Donald E. Zilkha 		50		President, Zilkha & Company
(private investment advisor)
since prior to 1996; Director of
the Company since 1993.


	See "Item 12. Security Ownership of Certain Beneficial Owners
and Management" for information concerning arrangements between the
controlling stockholders of the Company concerning the election of
directors, which information is incorporated herein by reference.

	For information concerning the executive officers of the
Company, see pages 19 to 20 of the Company's Annual Report on Form
10-K for the year ended December 31, 2000 as originally filed, under
the caption "Item 1. Business-Executive Officers," which information
is incorporated herein by reference.

	There are no family relationships among any of the executive
officers or directors of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

	Based solely upon a review of copies of reports received by it
pursuant to Section 16(a) of the Securities Exchange Act of 1934
(the "Exchange Act"), and the written representations of its
incumbent directors and officers, and holders of more than ten
percent of any registered class of the Company's equity securities,
the Company believes that during 2000 all filing requirements
applicable to its directors, officers and ten percent holders under
said section were satisfied, except that Jerry McAuliffe, the
Company's Vice President, Chief Financial Officer, Paul Lavoie, the
Company's Vice President, Sales, and Norman Tsang, the Company's
Vice President, Marketing, each filed, subsequent to the required
date therefor, an Annual Report on Form 5 for 1999 reporting thereon
two option grants under the Electronic Retailing Systems
International, Inc. 1993 Employee Option Plan (the "Employee Option
Plan").

ITEM 11.  EXECUTIVE COMPENSATION
	    -------------------------

Director Compensation

	The Company maintains the Electronic Retailing Systems
International, Inc. 1993 Director Stock Option Plan (the "Director
Option Plan") previously adopted by the Board of Directors, and
approved by the stockholders, of its predecessor corporation. Under
the Director Option Plan, pursuant to amendments approved by the
stockholders of the Company in January 1997 and June 1998, options
to purchase up to 750,000 shares of the Company's Common Stock may
be granted to directors of the Company. The Company has the ability
to grant options under the Director Option Plan to executive
officers who are directors, which are intended to be "incentive
stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), provided that the
option exercise price is equal to the fair market value of the
Common Stock on the date of grant. Other options granted under the
Director Option Plan will be nonqualified options.

	The Director Option Plan is administered by the Board of
Directors of the Company, which determines the persons who are to
receive options and the number of shares subject to each option.
David Diamond and Donald Zilkha hold options granted under the
Director Option Plan: (i) in June 1996 covering, respectively,
12,500 shares and 20,000 shares of Common Stock, exercisable at a
price per share equal to $1.875, the closing price per share of
Common Stock on the Nasdaq Stock Market on the date of grant,  (ii)
in June 1998 covering, respectively, 17,500 shares and 10,000 shares
of Common Stock, exercisable at a price per share equal to $4.00,
the closing price per share of Common Stock on the Nasdaq Stock
Market on the date of grant, and (iii) in June 2000 covering, in
each case, 30,000 shares of Common Stock, exercisable at a price per
share equal to $0.88, the average of the closing high bid and
closing low asked prices of the Common Stock in the over-the-counter
market on the date of grant. All such options expire five years from
the date of grant and are exercisable on the date of grant with
respect to one-quarter of the shares covered thereby, with an
additional one-quarter of such shares becoming exercisable annually
thereafter.

	Sheldon Weinig, who served as a director until January 2000,
held options granted under the Director Option Plan in September
1998, covering 10,000 shares of Common Stock, exercisable at a price
per share equal to $2.75. Such prices represented the closing price
per share of Common Stock on the Nasdaq Stock Market on the date of
grant. Such options were exercisable on the date of grant with
respect to one-quarter of the shares covered thereby and with an
additional one-quarter of such shares becoming exercisable annually
thereafter, and expired without exercise upon the conclusion of his
tenure on the Board of Directors.

	Bruce F. Failing, Jr., the Company's chief executive officer,
and Michael B. Persky, the Company's chief operating officer, are
parties to executive compensation arrangements with the Company as
described below under "Executive Compensation" and "Certain
Agreements with Executive Officers."

	During the year ended December 31, 2000, the Company paid to
Oxford Management Corporation ("Oxford") the amount of $90,000 for
services rendered by Norton Garfinkle. The Company's continuing
arrangements with Oxford, which are terminable at any time by the
Company or Oxford, provide for payments in the amount per month of
$7,500 for services rendered by Mr. Garfinkle.

	The Company has not adopted any director fee arrangement, but
reimburses all of its directors for their out-of-pocket expenses
incurred in the performance of their duties as directors of the
Company.



Executive Compensation

	Summary Compensation Table. The following table sets forth
information concerning the annual compensation for each of the
Company's last three completed fiscal years of (i) the Company's
chief executive officer and (ii) each of the four other most
highly-compensated executive officers whose salary and bonus
exceeded $100,000 during the most recent fiscal year:

	Summary Compensation Table

   									 Long-Term
			AnnualCompensation                        Compensation
							Other		 Securities
   Name and						Annual	        Underlying
All Other
Principal PositionYear	Salary($) Bonus($)  Compensation(1) Options(#)
Compensation($)

Bruce F. Failing, Jr.  2000	250,000(2) --		   --		      --
	    --
 Chief Executive 	1999	150,000    --		   --		      --
--
 Officer			1998	155,769    --		   --		      --
	    --

Michael B. Persky	2000	247,438(3) --	        --	        750,000
	    --
 President	1999	234,519    --	        --	             --		500
			1998	214,385    --		   --		 450,000(4)	500

Paul Lavoie      	2000	175,985(6) 10,000	   -- 		  75,000
Vice President,	1999	160,000    20,000	   -- 		 125,000	500
 Sales(5)		1998	 67,692    --        -- 		  50,000

Frank Romano(7)    2000	170,000    --		   --		 344,000
Vice President,	1999	--	    --		   --	      --
Engineering	1998	--	    --		   --		      --

Norman Tsang      2000	167,946(9) 7,000    27,018(10)   	   45,000	-
Vice President,	1999	164,769   40,000    40,000(10)      205,000	  500
 Marketing(8)	1998	--	    --		   --   			  500


(1)	Excludes perquisites and other personal benefits unless the
aggregate amount of such compensation exceeds the lesser of
either $50,000 or 10% of the total of annual salary and bonus
reported for the named executive officer.

(2)Includes $125,000 in salary paid by NewCheck Corporation
("NewCheck") in lieu of reimbursements to the Company under
its management agreement with NewCheck.  See "Item 13.
Certain Relationships and Related Party Transactions" below.

(3)	Includes $71,332 in salary paid by NewCheck in lieu of
reimbursements to the Company under its management agreement
with NewCheck.

(4)	Of such amounts, options with respect to 60,000 shares
replaced options previously granted and surrendered
contemporaneously with such replacement.

(5)		Mr. Lavoie became an executive officer  in 1998.

(6)		Includes $59,543 in salary paid by NewCheck in lieu of
reimbursements to the Company under its management agreement
with Newcheck.

(7)	Mr. Romano became an executive officer in March 2000.

(8)	Mr. Tsang became an executive officer in January 1999.

(9)	Includes $48,407 in salary paid by NewCheck in lieu of
reimbursements to the Company under its management agreement
with Newcheck.

(10)	Represents payments made to Mr. Tsang for relocation expenses.


	Option Grant Table. The following table sets forth certain
information regarding options granted by the Company during the year
ended December 31, 2000, to the individuals named in the above
compensation table:

	Option Grants in Last Fiscal Year

		 Individual Grants
											    Potential
Realizable
											     Value at
Assumed
		Number of	 % of Total						      Annual
Rates of
		Securities	 Options			Market Price
Stock Price
		Underlying	 Granted to	  Exercise	Per Share
Appreciation for
		  Options	 Employees in	  Price	 on Date of	 Expiration
Option Term(2)
Name		Granted (#)(1) Fiscal Year	  ($/sh)	  Grant($)	 Date
	5%($)	10%($)

Bruce F. Failing, Jr   --		      --	   --		    --
--        --       --

Michael B. Persky	 750,000	    41.6	  0.82		   0.82     06/23/10
386,770   980,152

Paul Lavoie		  75,000	     4.2	  0.82		   0.82     06/23/10
38,677    98,015

Frank  Romano		 344,000	    19.1	  0.82		   0.82
06/23/10     177,399   449,563

Norman Tsang		  45,000	     2.5	  0.82		   0.82
06/23/10      23,206    58,809

__________________
(1)	Except as otherwise indicated, all such options become exercisable with
respect to one-quarter of the shares covered thereby in February 2001, and
with an additional one-sixteenth thereof becoming exercisable each quarter
thereafter.

(2)	Amounts represent hypothetical gains that could be achieved for the
respective
options if exercised at the end of the option term. These gains are based on
arbitrarily assumed rates of stock price appreciation of 5% and 10% compounded
annually from the date the respective options are granted to their expiration
date.


	Aggregate Option Exercises and Year-End Option Table. The
following table sets forth certain information regarding exercises
of stock options, and stock options held as of December 31, 2000 by
the individuals named in the above compensation table:

	Aggregate Option Exercises in Last Fiscal Year
	and Fiscal Year-End Option Values

		      Number of Shares	     Value of Unexercised
	   Shares		  Underlying Unexercised	      In-the-Money Options
	Acquired on	 Value	Options at Fiscal Year-End (#)	     at Year-
End(1)
Name		Exercise (#)	Realized	Exercisable       Unexercisable
Exercisable Unexercisable

Bruce F. Failing, Jr	       --	     --	  --		        --		--
		--

Michael B. Persky	       --	     --	 150,000	     1,050,000	--
	--

Frank Romano		       --	     --	   7,750	       367,250	--
		--

Paul Lavoie		       --	     --	  56,250	       193,750	--
	--

Norman Tsang		       --	     --	  73,750	       176,250	--
		--

________________________
(1)	Calculated on the basis of the fair market value of the
underlying securities at the exercise date or at year-end, as
the case may be, less the respective exercise prices.


1993 Employee Stock Option Plan

	The Company maintains the Electronic Retailing Systems
International, Inc. 1993 Employee Stock Option Plan previously
adopted by the Board of Directors, and approved by the stockholders,
of its predecessor corporation. Under the Employee Option Plan,
pursuant to amendments approved by the stockholders of the Company
in June 1994, December 1996,  June 1998 and October 2000, options to
purchase up to 4,500,000 shares of the Company's Common Stock may be
granted to key employees of the Company and its subsidiaries,
including executive officers who are not directors.  The Company is
able to grant options under the Employee Option Plan which are
intended to be "incentive stock options" within the meaning of
Section 422 of the Code, provided that the option exercise price is
equal to the fair market value of the Common Stock on the date of
grant. Other options granted under the Employee Option Plan are
nonqualified options.

	The Employee Option Plan is administered by the Board of
Directors of the Company, which determines the persons who are to
receive options and the number of shares subject to each option. As
of April 1, 2001, options covering an aggregate of 3,391,438 shares
of Common Stock were outstanding pursuant to the Employee Option
Plan and options covering an aggregate of 580,069 shares had been
exercised.

Certain Agreements with Executive Officers

	As described below under "Item 13. Certain Relationships and
Related Transactions," during the year ended December 31, 2000 the
Company purchased an interest in NewCheck and extended a management
agreement to NewCheck under which the Company will manage NewCheck's
operations.  In connection with the performance of these
arrangements, the Company has allocated to Bruce F. Failing, Jr.,
the Company's Vice Chairman and Chief Executive Officer, a portion
of the ten-year warrants, exercisable at a price per share of $.001
with respect to the common stock, $.0001 par value (the "NewCheck
Common Stock"), of NewCheck, and related registration rights,
extended by NewCheck to the Company at closing, such portion
covering 260,000 shares of the 1,110,000 shares of NewCheck Common
Stock subject to the warrants extended to the Company. Mr. Failing
will be obligated to re-assign these warrants to the Company in the
event he is no longer employed by the Company, subject to specified
exceptions, which include Mr. Failing's right to exercise these
warrants for up to two years after any termination of employment
without "cause" (as defined in such arrangements).

	The Company has also allocated to Michael B. Persky, its
President and Chief Operating Officer, to Norman Tsang, its Vice
President, Marketing, to Jerry McAuliffe, its Vice President, Chief
Financial Officer, and to Paul Lavoie, its Vice President, Sales,
portions of certain additional ten-year warrants, and related
registration rights, extended by NewCheck to the Company at closing
and exercisable at a price per share of $.001 with respect to
NewCheck Common Stock in the event the equity value of NewCheck
exceeds specified levels during the three years after closing.  Of
its maximum entitlement of up to 15% of NewCheck's equity, on a
fully-diluted basis, the Company has allocated to Mr. Persky 2%
thereof, to Mr. Tsang 1% thereof, to Mr. McAuliffe 0.7% thereof and
to Mr. Lavoie 0.3% thereof.  Such officers will be obligated to re-
assign these warrants to the Company under the same arrangements
that apply to Mr. Failing.

	The Company has entered into severance arrangements with
Messrs. Persky, Tsang, McAuliffe and Lavoie, and with Frank Romano,
its Vice President, Engineering, which provide that, if the
employment of such officer is terminated without "cause" or such
officer resigns with "good reason" (as defined in the arrangements),
the Company will continue payments of base salary and coverage under
the Company's welfare plans (or equivalent coverage) for a specified
period, calculated as six months in the case of Mr. Persky and
three months in the case of the other such officers.  Such
arrangements also provide that option grants by the Company to such
officers become immediately exercisable if employment is terminated
in specified circumstances during the twelve-month period following
a "change-of-control" of the Company (as defined therein), and that
options granted by the Company to such officers remain outstanding
for a period of two years following termination of employment in
specified circumstances, and impose on such officers confidentiality
restrictions and, for one year after departure from the Company,
non-competition and non-solicitation covenants.  All such officers
(other than Mr. Romano) have entered in severance arrangements
extended by NewCheck on substantially similar terms in their
respective capacities as officers of NewCheck.

	Messrs. Failing, Persky, Tsang, McAuliffe and Lavoie also hold
options granted by NewCheck under the NewCheck Corporation 1995
Stock Option Plan covering, respectively, 260,000 shares, 207,000
shares, 52,000 shares, 31,000 shares and 21,000 shares of NewCheck
Common Stock, exercisable at a price per share of $.75.  In the case
of Mr. Failing, one-half of such options are exercisable at grant
and the remainder on the first anniversary of grant and, in the case
of the other officers, one-quarter of such options are exercisable
on the first anniversary of grant with an additional one-sixteenth
thereof exercisable each three-month period thereafter.

Compensation Committee Interlocks and Insider Participation

	During the year ended December 31, 2000, the members of the
Company's Compensation Committee were Norton Garfinkle, Donald
Zilkha and, until January 2000, Sheldon Weinig, and subsequent to
October 2000, David Diamond.

	During the year ended December 31, 2000, Oxford Management
Corporation, a company controlled by Mr. Garfinkle, was reimbursed
an aggregate amount of $90,000 for services rendered by Mr.
Garfinkle. The Company's continuing arrangements with Oxford, which
are terminable at any time by the Company or Oxford, provide for
payments in the amount per month of $7,500 for services rendered by
Mr. Garfinkle.

	Holders of shares of Common Stock obtained upon conversion of
the Company's previously outstanding Series A Cumulative Convertible
Preferred Stock, $1.00 par value (the "Series A Preferred Stock"),
remain entitled to certain demand and incidental registration rights
which, in the case of such demand rights, obligate the Company to
register such shares, on two occasions, provided that the holders of
at least 500,000 shares notify the Company that they intend to offer
for sale in the aggregate at least 100,000 shares of Common Stock.
Such holders include Garfinkle Limited Partnership II (an affiliate
of Mr. Garfinkle), and Mr. Zilkha.

	Under agreements entered into by the Company in 1993 with the
limited partners of a partnership affiliated with the Company's
predecessors corporation (including Mr. Zilkha), such partners hold
certain demand and incidental registration rights and co-sale
rights. In addition, the former stockholders of the Company's
predecessor corporation, including Messrs. Garfinkle and Failing and
their respective affiliates and related family trusts, became
entitled to certain demand and incidental registration rights with
respect to shares of Common Stock held by them upon the Company's
acquisition of its predecessor corporation, which, in the case of
such demand registration rights, operate pursuant to the standards
applicable to the shares obtained upon conversion of Series A
Preferred Stock.  Certain stockholders of the Company, including Mr.
Failing and Messrs. Garfinkle and Zilkha, and their respective
affiliates, became entitled to certain incidental registration
rights with respect to shares of Common Stock purchased by them in
1996 in a private placement by the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN
         BENEFICIAL OWNERS AND MANAGEMENT
	    --------------------------------

	The following table sets forth certain information as of April
1, 2001 with respect to the number of shares of Common Stock
beneficially owned by (i) each person known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock,
(ii) each director of the Company, (iii) each executive officer of
the Company named in the summary compensation table under "Item 11.
Executive Compensation," and (iv) all directors and executive
officers of the Company as a group:





						Number of Shares
						of Common Stock			Percent
						Beneficially Owned(1) 	of Class
Norton Garfinkle
 133 East 62nd Street
 New York, NY 10021(2)		7,890,758(3)			 37.0%

Bruce F. Failing, Jr.
 83 Pecksland Road
 Greenwich, CT 06831(2)		3,145,637(4)			 14.7

Fidelity International Limited
 Pembroke Hall
 42 Crow Lane
 Hamilton, Bermuda			2,086,000(5)			  9.8

Michael B. Persky			  384,375(6) 			  1.8

David Diamond				   38,500(7)			   (8)

Donald E. Zilkha			  134,972(9)			   (8)

Paul Lavoie				   79,688				   (8)

Frank Romano				  120,250(11)			   (8)

Norman Tsang				  112,813(10)			   (8)


All executive officers and
 directors as a group
 (nine persons)			    11,999,181(12)			 54.0

________________
(1)	Except as otherwise indicated, as of April 1, 2001 all of such
shares are owned with sole voting and investment power.

(2)	Such stockholders are party to a stockholders agreement among
Norton Garfinkle, Bruce F. Failing, Jr., certain family trusts
and partnerships, and Elizabeth Z. Failing, as described below.

(3)	Includes 600,000 shares held by Garfinkle Limited Partnership I
and 6,489,970.5 shares held by Garfinkle Limited Partnership
II, both Delaware limited partnerships and with respect to each
of which G.F. Management Corp. (all of the shares of which are
held by Norton Garfinkle) acts as sole general partner.

(4)	Includes 1,318,489 shares beneficially owned by a trust
established for the benefit of Mr. Failing's children (as to
which Leigh Q. Failing, Mr. Failing's spouse and Ernest Abate,
respectively, act as co-trustees), 168,318 shares beneficially
owned by Elizabeth Z. Failing, Mr. Failing's sister, and 20,000
shares beneficially owned jointly by Mr. Failing and his
spouse.

(5)	In a Statement on Schedule 13G filed with the Securities and
Exchange Commission by Fidelity International Limited ("FIL"),
FIL has reported that it beneficially owns such shares as
investment adviser or the parent of the investment adviser to a
number of non-U.S. investment companies or investment trusts.

(6)	Includes 384,375 shares issuable upon exercise of stock options
granted by the Company and exercisable within 60 days of April
1, 2001.

(7)	Represents (i) 1,000 shares beneficially owned jointly by Mr.
Diamond and his wife, and (ii)	37,500 shares issuable upon
exercise of stock options granted by the Company and
exercisable within 60 days of April 1, 2001.

(8)	Less than one percent.

(9)	Includes 37,500 shares issuable upon exercise of stock options
granted by the Company and exercisable within 60 days of April
1, 2001.

(10)	Represents shares issuable upon exercise of stock options
granted by the Company and exercisable within 60 days of April
1, 2001 .

(11)	Includes 115,250 shares issuable upon exercise of stock options
granted by the Company and exercisable with in 60 days of April
1, 2001.

(12) Includes 859,314 shares issuable upon exercise of stock options
granted by the Company and exercisable within 60 days of April
1, 2001.


	Messrs. Garfinkle and Failing, together with certain family
trusts and partnerships, and Mr. Failing's sister (each, together
with his related parties, a "Stockholder Group"), are parties to an
agreement dated March 1993, as amended (the "Restated Stockholder
Agreement"), under which: (i) both Stockholder Groups have agreed
that, through the year 2003, they will use their best efforts to
provide that the Board of Directors of the Company will consist of
not more than seven directors, six of whom (or such lesser number
equivalent to the then current number of directors) will be
designated by Mr. Garfinkle and Mr. Failing in proportion to the
respective beneficial holdings of shares of Common Stock of the
Garfinkle Stockholder Group and the Failing Stockholder Group, (ii)
except for sales effected pursuant to Rule 144 and transfers to
affiliates, family members or related trusts, no such Stockholder
Group may transfer any shares of Common Stock to any third party
without first offering such shares to the other Stockholder Group at
the same price as offered by such third party, (iii) through the
year 2003, in the event a Stockholder Group proposes to transfer
shares of Common Stock to a third party in a transaction pursuant to
which control of the Company would change, the other Stockholder
Group will have the right, on the same terms, to participate in such
transaction, and (iv) through the year 2003, Mr. Garfinkle has the
option to acquire at fair market value all shares held by the
Failing Stockholder Group upon the death or incapacity of Mr.
Failing, which option may be assigned to the Company, subject to the
Company's acceptance of such option. Such arrangements terminate in
the event either Stockholder Group owns less than ten percent of the
outstanding Common Stock, or if Messrs. Garfinkle and Failing are
unable to elect at least a majority of the Board of Directors of the
Company.


ITEM 13.  CERTAIN RELATIONSHIPS AND
          RELATED TRANSACTIONS
	      -------------------------

	At April 1, 2001, Norton Garfinkle, Chairman of the Board and a
director of the Company, together with two affiliated limited
partnerships, beneficially owned approximately 37.0% of the
outstanding Common Stock of the Company, and Bruce F. Failing, Jr.,
Vice Chairman of the Board and Chief Executive Officer and a
director of the Company, together with a trust established for the
benefit of his children (as to which Mr. Failing's spouse and mother
act as co-trustees), beneficially owned approximately 14.7% of the
outstanding Common Stock of the Company. See "Item 11. Executive
Compensation-Compensation Committee Interlocks and Insider
Participation" above for information concerning certain demand and
incidental registration rights relating to the Company's Common
Stock held by Messrs. Garfinkle and Failing, and by Donald E. Zilkha
(a director of the Company) or their affiliates, and certain
reimbursements by the Company to a company controlled by Mr.
Garfinkle, which information is incorporated herein by reference.

	In February 2000, in exchange for payments aggregating $6.5
million, the Company acquired 262,802 shares of the newly-created
Series C Convertible Preferred Stock, $.0001 par value (the "Senior
Preferred Stock"), of NewCheck , together with NewCheck's 8%
Convertible Promissory Note (the "Convertible Note") in the
aggregate principal amount of approximately $4.6 million,
convertible into an additional 613,205 shares of Senior Preferred
Stock. The shares of Senior Preferred Stock acquired at closing by
the Company represent approximately 18% of NewCheck's outstanding
voting securities. Mr. Failing is a director of NewCheck and, since
closing has been an executive officer of NewCheck, and his spouse,
individually and as trustee, holds approximately 7.3% of the
outstanding voting securities of NewCheck, consisting of shares of
Senior Preferred Stock acquired at closing and prior issued shares
of NewCheck's Series B Preferred Stock, $.0001 par value (the
"Junior Preferred Stock").

NewCheck's Senior Preferred Stock: (i) is entitled, pursuant to
its terms, to receive preferential dividends, payable in additional
shares at the rate of 8% per annum on the liquidation preference per
share; (ii) is redeemable, at a price equal to the greater of the
original issue price or fair market value, upon specified dates;
(iii) is convertible into shares of NewCheck Common Stock, at the
election of the holder, and is automatically converted in specified
circumstances; (iv) in the event of specified events will, prior to
other series of preferred stock, receive an amount equal to its
liquidation preference (calculated initially as capital invested),
and then participate on an "as converted" basis with the NewCheck
Common Stock, and other participating series, in remaining amounts
available for distribution; and (v) carries a number of votes equal
to the number of shares of NewCheck Common Stock issuable upon
conversion, and votes together with the NewCheck Common Stock and
other voting securities of NewCheck.

The Convertible Note accrues interest, payable at maturity, at
the per annum rate of 8%, matures on the fifth anniversary of issue,
is repayable (together with interest) in shares of Senior Preferred
Stock at the election of NewCheck, and is convertible after two
years (and earlier in specified circumstances) into shares of Senior
Preferred Stock. As a condition to closing, the Junior Preferred
Stock was amended so as to allow the senior preferences of the
Senior Preferred Stock, reduce the liquidation preference of the
Junior Preferred Stock, provide holders the right to participate in
the proceeds of specified events, and eliminate certain covenants
and other arrangements accruing to the benefit solely of the Junior
Preferred Stock.

The Company and NewCheck have also entered into a management
agreement under which, for an initial term of five years, the
Company will manage NewCheck's operations, in exchange for
continuing reimbursements to the Company of the costs of performance
and issuance to the Company at closing of ten-year warrants,
exercisable after the first year to acquire shares of NewCheck
Common Stock equal to approximately 12% of NewCheck's outstanding
voting securities (giving effect to such warrants and to the
conversion of the Convertible Note, and net of warrants assigned by
the Company to Mr. Failing, as described under "Item 11. Executive
Compensation-Certain Agreements with Executive Officers." The
Company received additional ten-year warrants that vest with respect
to specified percentages of the outstanding NewCheck Common Stock in
the event the equity value of NewCheck exceeds specified levels
during the three years after closing. During the year ended December
31, 2000, NewCheck reimbursed the Company in the amount of $750,000
under such management arrangements (net of an aggregate of $350,375
in salary paid to the Company's executive officers in lieu of
reimbursements to the Company) and became obligated to reimburse the
Company for additional amounts aggregating $913,000.  NewCheck's
arrangements with the Company and the other subscribers at closing
extend, among other matters, to demand and incidental registration
rights covering NewCheck's securities and rights-of-first offer
regarding new issues of securities by NewCheck.

	In December 2000, the Company committed to its portion, in an
amount up to $2,500,000, of interim financing for the benefit of
NewCheck, as part of arrangements entered into by NewCheck's
principal stockholders.  At December 31, 2000, the Company had
advanced $497,000 under such arrangements, advanced an additional
$1,372,000 during the first quarter of 2001 and anticipates funding
the remainder of its commitment prior to the final drawdown date
allowed NewCheck through the end of May 2001.  Such amounts accrue
interest at the rate of 9% per annum and are repayable at specified
times through August 2001, unless converted to additional equity of
NewCheck at the election of NewCheck and with the consent of the
requisite NewCheck stockholders.  See "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources" for information
concerning impairment charges recorded by the Company at December
31, 2000 against the Corporation's interest in NewCheck, and the
Company's loss provision against amounts owed to the Company under
its management arrangements with NewCheck.

	The Company believes that the terms of the foregoing
transactions between the Company and its affiliates were no less
favorable to the Company than it could have obtained from
unaffiliated third parties. As a matter of policy, all future
transactions  between the Company and its affiliates will be on
terms no less favorable to the Company than those available with
unaffiliated third parties.



	SIGNATURES

		Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: April 24, 2001		ELECTRONIC RETAILING SYSTEMS
						  INTERNATIONAL, INC.



						By s/Jerry McAuliffe
						   -------------------------------
						   Jerry McAuliffe
						   Vice President, Chief
 						   Financial Officer


		Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the
dates indicated:

Signature 				Title		            Date

									April 24, 2001
Bruce F. Failing, Jr.*
----------------------
Bruce F. Failing, Jr. 	Vice Chairman of the
			  	  	 Board and Principal
			     	   	 Executive Officer

s/Jerry McAuliffe
----------------------					April 24, 2001
Jerry McAuliffe	          Vice President and
                          Principal Financial
                          and Accounting
                          Officer


David Diamond*
----------------------					April 24, 2001
David Diamond			Director




Norton Garfinkle*
----------------------					April 24, 2001
Norton Garfinkle		Director


Michael Persky*
----------------------					April 24, 2001
Michael Persky			Director


Donald E. Zilkha*
----------------------					April 24, 2001
Donald E. Zilkha		Director





*By s/Jerry McAuliffe
    ------------------------
   Jerry McAuliffe
   (Attorney-in-Fact Pursuant
   to Power of Attorney on
   file with the Securities
   and Exchange Commission)



















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