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 0-21456

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 Avenue
	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 common equity held by non-affiliates of the registrant.
The aggregate market value shall be computed by reference to the
price at which the common equity 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. 2

	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 1.	Business - Business Strategy
Item 6.   	Selected Financial Data
Item 7.	Management's Discussion and Analysis of Financial
Condition and Results of Operations - Results of
Operations - Year Ended December 31, 2000 Compared
to Year Ended December 31, 1999
Item 7.	Management's Discussion and Analysis of Financial
Condition and Results of Operations-Results of
Operations-Year Ended December 31, 1999 Compared to
Year Ended December 31, 1998
Item 7. 	Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and
Capital Resources
Item 11. 	Executive Compensation - Executive Compensation
Item 11. 	Executive Compensation - Certain Agreements with
Executive Officers
Item 11. 	Executive Compensation - Compensation Committee
Interlocks and Insider    Participation
Item 14(a)(1). Financial Statements - Report of Independent
 Accountants
Item 14(a)(1).	Financial Statements - Consolidated Balance
 Sheet
Item 14(a)(1).	Financial Statements - Consolidated Statement of
 Changes in Stockholders' (Deficit) Equity
Item 14(a)(1).	Financial Statements - Note 2 to Notes to
 Consolidated Financial Statements-Use of
Estimates
Item 14(a)(1). Financial Statements - Note 3 to Notes to
 Consolidated Financial Statements
Item 14 (a)(1).Financial Statements - Note 9 to Notes to
 Consolidated Financial Statements
Item 14 (a)(1).Financial Statements - Note 10 to Notes to
 Consolidated Financial Statements

INDEX TO EXHIBITS

Exhibit 23.1 - Consent of Independent Accountants


ITEM 1.  BUSINESS - Business Strategy

	The text contained under the caption "Business Strategy" is
hereby amended by adding the following as the last paragraph
thereof:

	The Company has more fully described under "General"
above, and under "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations-Overview" and
"-Liquidity and Capital Resources" below, and under Note 1 of
the Notes to Consolidated Financial Statements included in
response to "Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K," that, in the event the Company is
unable to raise additional financing, the Company's operations
would need to be scaled back or discontinued, and further that,
as a result of the factors described therein, there is
substantial doubt about the Company's ability to continue its
operations as a going concern. In addition, as a result of
these conditions, the report of independent accountants
included in response to "Item 14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K" has been modified to
emphasize the substantial doubt regarding the ability of the
Company to continue as a going concern. Accordingly, the
Company's ability to pursue its strategy, and its marketing and
sales and cost reduction efforts, and other applications of its
products, depends upon its ability to raise additional
financing. The Company has no current commitments with respect
to additional financing and there can be no assurance that any
additional financing or other transaction investigated by the
Company would be consummated or, therefore, that the Company
will be in a position to pursue its objectives.

ITEM 6. SELECTED FINANCIAL DATA

	The text of this item is amended in its entirety to read as
follows:

	The following tables reflect summary historical
consolidated financial data with respect to the Company for the
periods indicated and should be read in conjunction with the
Company's Consolidated Financial Statements included in response
to "Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K" and "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations".

	The following selected consolidated statement of operations
and balance sheet data, insofar as it relates to each of the five
years in the period ended December 31, 2000, has been derived
from audited consolidated financial statements, including the
consolidated balance sheet as of December 31, 2000 and 1999 and
the related consolidated statement of operations for each of the
three years in the period ended December 31, 2000 and the notes
thereto.
<TABLE>
<CAPTION>
					 	                 Year Ended December 31,
                             2000     1999       1998     1997      1996
									  ----	     ----	    ----	----	    ----
                                (Amounts in thousands, except per share data)
Consolidated Statement of Operations Data:
<S>									  <C>     <C>        <C>      <C>        <C>
Revenues....................  $4,582  $ 4,631    $ 3,764  $  1,972  $  5,002
Cost of goods sold..........   4,965    7,035      8,095     3,699     6,204
									   ------  -------    -------  --------  --------
  Gross income (loss).......    (383)  (2,404)    (4,331)   (1,727)   (1,202)
									   ------  -------    -------  --------  --------
Operating expenses:
 Selling, general and
  administrative............   7,119   11,476     12,671    12,394     6,310
 Research and development...   4,049    5,460      3,928     3,409     1,614
Depreciation and amorti-
  zation....................     881      402        375       301       162
Stock option compensation...      --       --         --        --        44
									   ------  -------    -------  --------  --------
  Total operating expenses..  12,049   17,338     16,974    16,104     8,130
									   ------  -------    -------  --------  --------
  Loss from operations...... (12,432) (19,742)   (21,305)  (17,831)   (9,332)
									   ------  -------    -------  --------  --------
Other income (expenses):
 Interest income............   1,101    2,680      3,982     4,982       302
 Interest expense...........  (5,629) (18,844)   (16,886)  (14,024)     (382)
Loss on disposals ..........    (247)    (787)      (104)       --        --
Loss on investments and

  and other assets..........  (^ 3,273)   --         --        --        --
									   ------  -------    -------  --------  --------


Impairment loss on
   investment...............  (3,141)_     --       --         --        --

Total other expense, net.... (11,189) (16,951)   (13,008)   (9,042)      (80)
									   ------  -------    -------  --------  --------
Net loss before
  extraordinary item.......  (23,621) (36,693)   (34,313)  (26,873)   (9,412)

Extraordinary item:
   Gain on extinguishment
   of debt                   64,828    34,582      --   	    --        --
									   ------  -------    -------  --------  --------
Net income (loss)            $41,207  $(2,111)  $(34,313) $(26,873) $ (9,412)
									  =======  =======  =========  ========  ========
Earnings (Loss) per share:
 Weighted average number
  of common shares out-
  standing.................   21,291   21,264     21,233    21,096    16,169
									  =======  =======  =========  ========  ========

Basic ^ and diluted income
 ^ (loss) per common share

	Loss per share before
     extraordinary items     $ (1.11) $ (1.73) $  (1.62)  $ (1.27) $ (0.60)

   Extraordinary item           3.04     ^ 1.63      --        --       --
								   ------  -------    -------  --------  --------
Net income (loss)         $  1.94  $ (0.10) $  (1.62)  $ (1.27) $ (0.60)
									  =======  =======  =========  ========  ========
                                               December 31,

                              2000(1)     1999     1998      1997      1996
									   ----        ----     ----      ----      ----
                                        (Dollars in thousands)
Consolidated Balance
 Sheet Data:
Net working capital.......  $ (1,029)	$ 41,165  $ 65,697  $  88,372  $ 8,764
Total assets..............     7,430	  49,516    81,626    100,208   12,260
Long-term debt............     6,882	  98,208   124,057    113,102    4,989
Redeemable Preferred

  Stock...................     ^ 200	     --	 --	       --	    --

Common stock purchase
 warrants.................     5,100	   5,100     5,100      5,100      --
Stockholders' (deficit)

 equity...................   (11,844)	 (56,854)  (54,742)   (20,476)   5,723


__________________
(1) Revised, see Note 12 to the Notes to Consolidated Financial Statements included in response to "Item 14.
      Exhibits, Financial Statement Schedules and Current Reports on Form 8-K."

</TABLE>
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
	FINANCIAL CONDITION AND RESULTS OF
	OPERATIONS - Results Of Operations - Year
	Ended December 31, 2000 Compared To Year
	Ended December 31, 1999

	The text contained under the caption "Results of
Operations-Year Ended December 31, 2000 Compared to Year Ended
December 31, 1999-Selling, General and Administrative" is hereby
amended as follows:

	Selling, General and Administrative.  Selling, general and
administrative costs consist of costs associated with selling
and administrative staff, overhead, market research and
development, and customer service personnel. Selling, general
and administrative costs decreased $4,357,000, to $7,119,000 in
2000, compared to $11,476,000 in 1999. The 2000 results reflect
the impact of the Company's cost reduction efforts during the
year, including employee costs associated with a 45% headcount
decrease.  In addition, selling general and administrative costs
in 2000 reflect a charge of $913,000 against amounts owed to the
Company by NewCheck under the Management Agreement (see
"Liquidity and Capital Resources" below), as well as charges for
write-offs and provisions for estimated uncollectibles of
$150,000 and $-0- in each of the years ended December 31, 2000
and 1999, respectively.

	The text contained under the caption "Results of Operations
- Year Ended December 31, 2000 Compared to Year Ended December
31, 1999-Depreciation and Amortization" is hereby amended as
follows:

	Depreciation and Amortization. The increase in 2000 to
$881,000 from $402,000 in 1999 is due to a $584,000 charge for
amortization of intangibles associated with the acquisition of
the Company's investment in ^ NewCheck during 2000.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
		FINANCIAL CONDITION AND RESULTS OF
	OPERATIONS - Results Of Operations - Year
	Ended December 31, 1999 Compared To Year
		Ended December 31, 1998

	The text contained under the caption "Results of
Operations-Year Ended December 31, 1999 Compared to Year Ended
December 31, 1998-Selling, General and Administrative" is hereby
amended as follows:

Selling, General and Administrative.  Selling, general and
administrative costs decreased $1,195,000, to $11,476,000 in
1999, compared to $12,671,000 in 1998. The 1999 results reflect
a decrease in compensation related expense from 1998 resulting
from an overall decrease in employee headcount and the absence
of costs associated with the proposed acquisition of Telepanel.
In October 1997, the Company and Telepanel executed an agreement
to combine, as a result of which the Company would have become
the sole beneficial owner of the outstanding Telepanel common
shares. In April 1998, such arrangements were terminated.
Results for the year ended December 31, 1998 include direct
transaction costs associated with the proposed combination of
$381,000, while no such expense was recorded in 1999 or 2000. In
addition, selling general and administrative costs reflect
charges for write-offs and provisions for estimated
uncollectibles of $-0- and $165,000 in each of the years ended
December 31, 1999 and 1998, respectively.


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
		FINANCIAL CONDITION AND RESULTS OF
		OPERATIONS - Liquidity And Capital Resources

	The text of the third paragraph under the caption
"Liquidity and Capital Resources" is amended in its entirety to
read as follows:

	Net cash used in operations during 2000 reflected an
increase in trade accounts receivable (net of allowance for
doubtful accounts) of $139,000 and a decrease in inventory (net
of reserves) of $2,127,000, compared to an increase in accounts
receivable (net of allowance for doubtful accounts) of $1,045,000
and a decrease of inventory (net of reserves) of $1,056,000
during the prior year. The allowance for doubtful accounts,
excluding amounts due from NewCheck, was $161,000 and $206,000 at
December 31, 2000 and 1999, respectively. In addition, the ending
balance in accounts receivable and the related reserve for
doubtful accounts at December 31, 2000 includes amounts due from
NewCheck pursuant to the Management Agreement in the amount of
approximately $913,000 (with no amounts due from NewCheck in
1999). As more fully described below, the Company recorded a loss
provision of $913,000 against amounts owed to the Company by
NewCheck under the Management Agreement based upon uncertainties
arising during fourth quarter 2000 resulting from NewCheck's
continuing operating losses and uncertainties regarding ERS'
ability to provide future financing to NewCheck. During 2000,
current liabilities, excluding the current portion of long-term
debt, decreased by $1,849,000 (including a decrease of $3,789,000
relating to the acquisition of the Company's Senior Discount
Notes), reflecting decreases in outstanding trade payables and
other accrued expenses, compared to an increase of $848,000 in
the prior year.

	The text of the final paragraph under the caption
"Liquidity and Capital Resources" is amended in its entirety to
read as follows:

The Company expects net losses and negative cash flows from
operations to continue through the current fiscal year. The
Company believes that current resources will enable the Company
to fund operations, including the Company's interim financing
commitments to NewCheck, through approximately mid-June 2001
based on monthly utilization of cash in the amount of
approximately $0.6 million. In the event the Company is unable
to raise additional financing, the Company's operations would
need to be scaled back or discontinued. These factors  raise
substantial doubt about the Company's ability to continue its
operations as a going concern. Management is proactively seeking
sources of additional financing in order to support operations
and meet the Company's debt obligations, is investigating
opportunities for creation of various forms of alliances with
unaffiliated parties in order to sustain its ESL operations and
is engaged in discussions with the holders of its debt
obligations with respect to arrangements that would avoid default
in payment obligations that become due in the third quarter of
2001, but there can be no assurance that any such additional
financing or other such transaction would be available on terms
reasonable to the Company or would be consummated.  As a result
of these conditions, the report of independent accountants to
the Company's Consolidated Financial Statements included in
response to "Item 14. Exhibits, Financial Statements, Schedules
and Reports on Form 8-K" has been modified to emphasize the
substantial doubt regarding the Company's ability to continue
as a going concern. The Company's Consolidated Financial
Statements included herein do not reflect any adjustments that
might arise from the outcome of such uncertainty.

ITEM 11. EXECUTIVE COMPENSATION - Executive Compensation

	The text under the caption "Executive Compensation" is
amended in its entirety to read as follows:

	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:


<TABLE>
	Summary Compensation Table
<CAPTION>
								   Long-Term
								  Compensation
			                 Annual Compensation                     	    Securities
						            Other	   Underlying

   Name and						           Annual	     Options/      	     All Other
Principal Position     Year	Salary($)     Bonus($)     Compensation(1)   Warrants(#)(2)   Compensation($)
----------------------	------	-----------	     ------------    ---------------------   -------------------   ---------------------

<S>		<C>	<C>	      <C>	         <C>		 <C>		<C>

Bruce F. Failing, Jr....	2000	250,000(^ 3)	    --	--	^ 260,000(NC)		    --

 Chief Executive Officer	1999	150,000		    --	-- 		     --		    --
			1998	155,769		    --	-- 		     --		    --

Michael B. Persky....	2000	247,438(^ 4)	--         --                  750,000(ERS) 	               --
 President							 218,450(NC)(5)
			1999	234,519	--	  --			--	            500
			1998	214,385		    --	--	      450,000(ERS) (^ 6)	  500


Paul Lavoie.......	2000	175,985(^ 8)	10,000	 --	        75,000(ERS)                   --
Vice President,							        32,768(NC)(5)
  Sales(^ 7)			1999	160,000		20,000	 --	      125,000(ERS)		   500
	1998	  67,692		    --		 --	        50,000(ERS)		     --


Frank Romano(^ 9).....	2000	170,000		    --	  --	      344,000(ERS)                    --

Vice President,		1999	    --		    --	   --		      --		     --
 Engineering			1998	    --		    --	   --		      --		     --

Norman Tsang.......	2000	167,946(^ 11)	  7,000	  27,018(^ 12)       45,000(ERS)              --
Vice President,							       109,225(NC)(5)
  Marketing (^ 10)		1999	164,769		40,000	  40,000(^ 12)    205,000(ERS)	  500
	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)	During the year ended December 31, 2000, the Company granted options exercisable with
respect to shares of the Company's Common Stock, to certain individuals named in the table (see
"1993 Employee Stock Option Plan" below), and allocated to certain individuals named in the
table portions of warrants exercisable with respect to the common stock, $.0001 par value
("NewCheck Common Stock"), of NewCheck Corporation ("NewCheck") extended to the
Company by NewCheck (see "Certain Agreements with Executive Officers" below). Such
options are identified in the column below by a reference to "ERS," and such warrants are
identified in the column below by a reference to "NC."




(^ 3)	Includes $125,000 in salary paid by NewCheck ^ in lieu of reimbursements to the Company
under its management agreement with NewCheck.  See "Item 13.  Certain Relationships and
Related Party Transactions" below.


(^ 4)	Includes $71,332 in salary paid by NewCheck in lieu of reimbursements to the Company under
its management agreement with NewCheck.


(5)	Represents maximum number of shares of NewCheck Common Stock subject to issuance upon
exercise of warrants allocated to such executive, based upon the outstanding equity of
NewCheck, on a fully-diluted basis, at December 31, 2000. See "Certain Agreements with
Executive Officers" below.


(^ 6)	Of such amounts, options with respect to 60,000 shares replaced options previously granted and
surrendered contemporaneously with such replacement.


(^ 7)	Mr. Lavoie became an executive officer  in 1998.


(^ 8)	Includes $59,543 in salary paid by NewCheck in lieu of reimbursements to the Company under
its management agreement with New^ Check.


(^ 9)	Mr. Romano became an executive officer in March 2000.


(^ 10)	Mr. Tsang became an executive officer in January 1999.


(^ 11)	Includes $48,407 in salary paid by NewCheck in lieu of reimbursements to the Company  under
its management agreement with New^ Check.


(^ 12)	Represents payments made to Mr. Tsang for relocation expenses.

</TABLE>

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


<TABLE>
Option/Warrant Grants in Last Fiscal Year
<CAPTION>
                                                Individual Grants                        Potential Realizable
                   Number of      % of Total                       Value at Assumed
                        Securities         Options/Warrants             Market Price                  Annual Rates of Stock
                       Underlying           Granted to      Exercise     Per Share                   Price Appreciation for
                    Options/Warrants  Employees in      Price      on Date of    Expiration   Option/Warrant Term(^ 3)
Name           Granted (#)(1) (2)  Fiscal Year        ($/sh)        Grant($)     Date           5%($)	10%($)

<S>           <C>         <C>        <C>     <C>              <C>          <C>          <C>

Bruce F. Failing, Jr.. 260,000(NC)(4)   10.4  0.001     0.001(5)  02/11/10       163             414


Michael B. Persky... 750,000(ERS)  ^ 30.0  0.820	     0.820	06/23/10	     386,770   980,152
 218,450(NC)(6)      8.7  0.001     0.001(5) 02/11/10            137          348


Paul Lavoie... 75,000(ERS)   ^ 3.0  0.820     0.82006/23/10       38,677     98,015
  32,768(NC)(6)      1.3  0.001     0.001(5) 02/11/10              21            52


Frank Romano...344,000(ERS) ^ 13.8  0.820     0.820   06/23/10     177,399   449,563


Norman Tsang....  45,000(ERS)     ^ 1.8  0.820     0.820   06/23/10	       23,206     58,809
109,225(NC)(6)      4.4  0.001     0.001(5) 02/11/10              69          174
_ _________________

(1)	Options granted by the Company with respect to shares of the Company's Common Stock are identified in the
column below by a reference to "ERS." Except as otherwise indicated, all such options ^ became 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)	Warrants extended to the Company by NewCheck with respect to shares of NewCheck Common Stock and
allocated to such executive are identified in the table below by a reference to "NC." Except as otherwise indicated,
all such warrants become exercisable in the event the equity value of NewCheck, exceeds specified levels prior to
February 2003.


(^ 3)	Amounts represent hypothetical gains that could be achieved for the respective options or warrants if exercised at
the end of ^ its 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 or warrants are granted to their expiration date.


(4)	Such warrants, at grant, were to become exercisable in February 2001, and were amended by NewCheck in
October 2000 to become then exercisable.

(5) NewCheck Common Stock is not publicly traded. Accordingly, management of the Company has valued each share of
NewCheck Common Stock in the amount of $0.001 at the date of allocation to such executive of warrants with respect
thereto, based upon management's consideration at such date of NewCheck stockholder equity, net of debt convertible
into preferred equity, in the amount of approximately $2.5 million compared to the liquidation preference of
NewCheck's preferred stock (plus such debt) in the amount of approximately $37.7 million, and based upon
uncertainties resulting from NewCheck's history of operating losses and the Company's ability to provide future
financing to NewCheck.

(6) Represents maximum number of shares of NewCheck Common Stock subject to issuance upon exercise of warrants
allocated to such executive, based upon the outstanding equity of NewCheck, on a fully-diluted basis, at December 31,
2000. See "Certain Agreements with Executive Officers" below.

</TABLE>

	Aggregate Option/Warrant Exercises and Year-End
Option/Warrant 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:

<TABLE>

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

<CAPTION>
                                    Number of Shares
                                             Underlying Unexercised	  Value of Unexercised
                             Shares	        Options/Warrants at	  In-the-Money Options/
                          Acquired on     Value	  Fiscal Year-End (#)                         Warrants at Year-End(^ 2)
Name(1)           Exercise (#)    Realized	Exercisable       Unexercisable   Exercisable    Unexercisable
----------	--------------- -----------     --------------        ----------------    --------------    -----------------

<S>			<C>		<C>	       <C>	      <C>	      <C>		   <C>

Bruce F. Failing, Jr.^
	NC.......	 260,000	    --   (3)           --	--		-- 	             --


Michael B. Persky^
	ERS.....	       --		     --	      150,000	 1,050,000	--		--
	NC.....	       --		     --	            --	    218,450(4)	--                       -- (3)


Frank Romano^
	ERS...	       --		     --	          7,750	    367,250	--		--


Paul Lavoie^
	ERS.....	       --		     --	        56,250           193,750	 --		--
	NC.....	       --		     --	            --	     32,768(4)	--                       -- (3)


Norman Tsang^
	ERS...	       --		     --	        73,750	    176,250	--		--
	NC.....	       --		     --	            --	    109,225(4)	--                       -- (3)





______________________
(1)	Options granted by the Company with respect to shares of the Company's Common Stock are
identified in the table below by a reference to "ERS." Warrants extended to the Company by
NewCheck with respect to shares of NewCheck Common Stock and allocated to such executive
are identified in the table below by a reference to "NC."


(^ 2)	Calculated on the basis of the fair market value of the underlying securities at ^ year-end, ^ less the
respective exercise prices.


(3) NewCheck Common Stock is not publicly traded. Accordingly, management of the Company has
valued each share of NewCheck Common Stock in the amount of $0.001 at each of October 4, 2000
(the date of exercise by Mr. Failing of warrants with respect thereto) and at year-end, based upon
management's consideration at such dates of NewCheck stockholder equity (deficiency), net of debt
convertible into preferred equity, in the amounts of approximately $0.4 million, and $(1.1 million),
respectively, compared to the liquidation preference of NewCheck's preferred stock (plus such debt)
in the amounts of approximately $38.3 million and $39.0 million, respectively, and based upon
uncertainties resulting from NewCheck's history of operating losses and the Company's ability to
provide future financing to NewCheck.

(4)	Represents maximum number of shares of NewCheck Common Stock subject to issuance upon
exercise of warrants allocated to such executive, based upon the outstanding equity of NewCheck on
a fully-diluted basis, at December 31, 2000. See "Certain Agreements with Executive Officers"
below.

</TABLE>
ITEM 11. EXECUTIVE COMPENSATION - Certain Agreements with
Executive Officers

	The text of the last sentence of the first paragraph under
the caption "Certain Agreements with Executive Officers" is
amended in its entirety to read as follows:

Mr. Failing ^ was, prior to his exercise of these warrants,
obligated to re-assign ^ them to the Company in the event he ^ was
no longer employed by the Company, subject to specified
exceptions, which included 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).

ITEM 11. EXECUTIVE COMPENSATION - Compensation Committee
	    Interlocks and Insider Participation

	The text of the second paragraph under the caption
"Compensation Committee Interlocks and Insider Participation" is
amended in its entirety to read as follows:

	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 in connection with management of ERS' operations and as
a marketing consultant. 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 in connection with management
of ERS' operations and as a marketing consultant.


Report of Independent Accountants

To the Board of Directors and Stockholders
of Electronic Retailing Systems International, Inc.


In our opinion, the consolidated financial statements listed
in the index on page F-1 present fairly, in all material
respects, the financial position of Electronic Retailing
Systems International, Inc. and its subsidiaries at December
31, 2000 and 1999, and the results of their operations and
their cash flows for each of the three years in the period
ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America.
These financial statements are the responsibility of the
Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.

As discussed in Note 12 to the financial statements, the
Company has revised the balance sheet to reclassify a portion
of the Series A-1 Preferred Stock within stockholders' equity.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. As discussed in Note 1 to the consolidated financial
statements, the Company has suffered recurring losses from
operations, has limited capital resources and has a net
capital deficiency that raise substantial doubt about its
ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The
consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.

s/PricewaterhouseCoopers LLP
Stamford, Connecticut
March 23, 2001, except for Note 12, which is as of November 28,
 2001

<TABLE>

ITEM 14(a)(1). FINANCIAL STATEMENTS - Consolidated Balance Sheet

Electronic Retailing Systems International, Inc.
Consolidated Balance Sheet
(in thousands, except per share and share amounts)
<CAPTION>
                                                      December 31,
                                                    ---------------
                                                    2000       1999
                                                    ----       ----
			 (Revised,
			   Note 12)

<S>			<C>		<C>
Assets
Current assets
 Cash and cash equivalents (Note 2)              $  2,887   $ 37,386
 Accounts receivable - net of allowance
   for doubtful accounts of $1,074 in 2000
   and $206 in 1999                                 1,575      2,304
Inventories - net of reserves of $5,334 in
   2000 and $5,583 in 1999 (Note 2)                 1,403      4,006
 Prepayments and other current assets                 198        531
                                                ---------   --------
   Total current assets                             6,063     44,227

Furniture and equipment, net (Note 2)               1,361      2,515

Other non-current assets                                6      2,774
			--------   --------
Total assets                                    $   7,430   $ 49,516
                                                =========   ========
Liabilities, Redeemable Securities
   and Stockholders' Deficit
Current liabilities
  Current portion of long-term debt              $  5,552   $    --
  Accounts payable and accrued expenses             1,430      2,557
  Deferred revenue                                    110        505
                                                 --------    -------
    Total current liabilities                       7,092      3,062
                                                 --------    -------
Long-term debt (Note 4)                             6,882     98,207
                                                 --------    -------
Redeemable preferred stock, Series A-1

  ^ (Notes 4 and 12)			   ^ 200        --

Common stock purchase warrants (Note 4)			   5,100      5,100
                                                 --------    -------

    Total redeemable securities                    ^ 5,300      5,100
                                             --------    -------
Commitments and contingencies (Note 6)                --         --

Stockholders' deficit
 Preferred stock, undesignated (par value
  $1.00 per share; 2,000,000 shares
     authorized, none issued and outstanding)		     --	    --

 Preferred stock, Series A-1 (par value, $1.00
  per share; 40,000 shares authorized; 39,985
  and outstanding liquidation preference $100
  per share) (Note 4 and 12)			   3,799	    --




 Common stock (par value $0.01 per share;
  35,000,000 authorized; 21,295,383 and
  21,282,637 shares issued and outstanding
  in 2000 and 1999, respectively)                     213        212
 Additional paid-in capital                        51,376     51,374
 Accumulated deficit                              (67,232)  (108,439)
                                                   -------    -------

   Total stockholders' deficit                   (^ 11,844)   (56,853)
                                                   -------   -------

Total liabilities and stockholders' deficit	 $ 7,430    $ 49,516
                                                 ========    =======
See accompanying notes to consolidated financial statements

</TABLE>

<TABLE>
ITEM 14(a)(1). FINANCIAL STATEMENTS - Consolidated
     Statement of Changes in Stockholders' (Deficit) Equity

Electronic Retailing Systems International, Inc.
               Consolidated Statement of Changes in Stockholders'
(Deficit) Equity
(in thousands, except share amounts)
<CAPTION>
                                            Additional
                   Preferred   Common      Paid-in    Accumulated
                          Stock      Stock       Capital    Deficit        Total
                        ---------  --------   ---------   -----------   --------
		                   (Revised,
		                    Note 12)

<S>                   <C>        <C>        <C>        <C>          <C>
Balances at

 December 31, 1997      $ --     $    211   $ 51,328   $ (72,015)   $(20,476)

 Issuance of 52,412
   common shares with
   exercise of stock

   options                --            1         46                      47


 Net loss for year                                       (34,313)    (34,313)
		                    -------   ---------  ---------  ----------    ---------

 Balances at

   December 31, 1998      --          212     51,374    (106,328)    (54,742)

 Issuance of 33,190
   common shares with
   exercise of stock
   options

 Net loss for year        --            --        --      (2,111)     (2,111)
                       -------    ---------  --------  ----------    ---------

 Balances at

  December 31, 1999       --           212    51,374    (108,439)    (56,853)


Issuance of Series
  A-1 preferred stock
  (Note 4 and 12)       3,799                                          3,799

Issuance of 12,746
  common shares with
  exercise of stock
  options                                1          2			     3




 Net income for year       --           --         --     41,207      41,207
                       -------     ---------  --------  ---------     -------

 Balances at

  December 31, 2000      3,799     $    213   $51,376   $(67,232)   $(^ 11,844)
                  ========     ========= =========  =========   =========









See accompanying notes to consolidated financial statements
</TABLE>

ITEM 14(a)(1).   FINANCIAL STATEMENTS- Note 2 to Notes To
		    Consolidated Financial Statements-Use of Estimates

The text contained under the caption "Use of Estimates" under
Note 2 to the Notes to Consolidated Financial Statements is hereby
amended in its entirety to read as follows:

Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America requires management to make estimates and
assumptions covering a broad spectrum of the Company's
financial activities, and while the Company believes these
estimates to be prudent, there exists a possibility that
unexpected events might affect these estimates. Actual
results could differ from those estimates and the difference
could be material.

Management records a provision currently for estimated
uncollectible receivables on the balance sheet.  The
allowance for doubtful accounts was $1.1 million and $0.2
million (including approximately $0.9 million and $0.0
million, respectively, for amounts due from NewCheck
Corporation - See Note 9) at December 31, 2000 and 1999,
respectively.  In addition, selling general and
administrative costs in 2000 reflect charges in the amount
of  $718,000 and $0, for write-off's in each of the years
ended December 31, 2000 and 1999, respectively, and
$150,000 and $-0- for estimated uncollectibles in each of
the years ended December 31, 2000 and 1999, respectively.

The Company's future results and inventory valuation could be
adversely affected by a number of factors, including (a) the
timely availability and acceptance of ESL systems, (b) the
impact of competitive products and pricing, (c) the Company's
ability to obtain system components from suppliers and (d)
the Company's ability to continue a going concern, thereby
realizing assets and liquidating liabilities in the ordinary
course of business.

^

ITEM 14(a)(1).  FINANCIAL STATEMENTS- Note 3 To Notes
		   To Consolidated Financial Statements

	The text of Note 3 to the Notes to Consolidated Financial
Statements is hereby amended in its entirety to read as follows:

Note 3 -Related Party Transactions:

The Company has received consulting services and paid a
current and a former member of its Board of Directors,
through an affiliate of the Company, fees of $90,000,
$45,000 and $192,000 in 2000, 1999 and 1998, respectively.

See Note 9 for a description of transactions during the year
ended December 31, 2000 between the Company and NewCheck
Corporation.



 ^ ITEM 14(a)(1). FINANCIAL STATEMENTS- Note 9 To Notes
	        To Consolidated Financial Statements

	The text of Note 9 to the Notes to Consolidated Financial
Statements is hereby amended in its entirety to read as follows:

Note 9 - Agreements with NewCheck Corporation

On February 11, 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 "NewCheck Senior Preferred Stock"), of
NewCheck Corporation ("NewCheck"), together with NewCheck's
8% Convertible Promissory Note (the "NewCheck Convertible
Note") in the aggregate principal amount of approximately
$4,550,000, convertible into an additional 613,205 shares of
NewCheck Senior Preferred Stock. NewCheck is engaged in the
development and commercialization of retailing productivity
solutions for use in supermarkets and other retail
environments similar to those addressed by the Company's
system. The shares of NewCheck Senior Preferred Stock
acquired at closing by the Company represent approximately
18% of NewCheck's outstanding voting securities. Bruce F.
Failing, Jr., a director, executive officer and principal
stockholder of the Company, 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% of the outstanding voting securities of NewCheck.

The NewCheck 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 NewCheck Senior Preferred Stock at the election
of NewCheck. The NewCheck Convertible Note is convertible
after two years (and earlier in specified circumstances)
into shares of NewCheck Senior Preferred Stock.

The Company applies the equity method of accounting to its
investment in NewCheck.  NewCheck has experienced recurring
losses.  In applying the equity method, the Company has
reduced its investment in NewCheck by an amount
corresponding to its share of NewCheck losses, first by
reducing its initial equity investment to zero and then by
applying any remainder to its note receivable from NewCheck.
During 2000, the Company recorded losses under the equity
method of $3,273,000 and, as more fully described below,
recorded an impairment charge of $2.6 million against the
NewCheck Convertible Note.  In addition, amortization of the
difference between the Company's investment and the initial
underlying value of its share of net assets has been
included in depreciation and amortization in the amount of
$584,000 million.

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 the agreement, and in addition to continuing
reimbursements to the Company of the costs of performance,
at closing the Company was issued 850,000 ten-year warrants
(net of 260,000 warrants assigned by the Company to one of
its executive officers, the value of which are de minimis
and no compensation charge has been recorded in these
financial statements), with an exercise price of $.001 per
share, exercisable 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 NewCheck Convertible Note). At closing,
the Company received additional ten-year warrants (certain
of which were assigned by the Company to an aggregate of
four of its executive officers, the value of which are de
minimis and no compensation charge has been recorded in
these financial statements) 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 and became obligated to reimburse the Company
for additional amounts aggregating $913,000.

In December 2000, the Company committed to its portion, in an
amount up to $2.5 million, 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  $0.5 million under such arrangements
(the carrying value of which has been reduced to zero, as
more fully described below),  advanced an  additional  $1.372
million 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.

In accordance with the provisions of SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities," and based upon uncertainties resulting from
NewCheck's history of operating losses and uncertainties
regarding ERS' ability to provide future financing to
NewCheck, management has reduced the carrying value of
amounts due from NewCheck to zero at December 31, 2000. The
consequent impairment charges aggregate $3,141,000 and
consist of a write-down in the amount of $2,644,000 of the
remaining carrying value of the NewCheck Convertible Note
and a write-down in the amount of $497,000 of amounts
advanced by the Company under the interim arrangements with
NewCheck. The Company has also recorded a loss provision of
$913,000 against amounts owed to the Company under the
NewCheck management agreement.

ITEM 14(a)(i). FINANCIAL STATEMENTS - Note 10 to Notes to
Consolidated Financial  Statements

	Note 10 to the Notes to Consolidated Financial Statements
is hereby re-designated as Note 11 to the Notes to Consolidated
Financial Statements, and the following is hereby added
immediately prior thereto:

Note 10 - Summarized Financial Data

As described under Note 9, during 2000 the Company invested
in NewCheck, which is engaged in the development and
commercialization of retailing productivity solutions for
use in supermarkets and other retail environments. NewCheck
is a private company in an emerging market and is
susceptible to the risks and uncertainties associated with
a company at this stage including the realization of assets
and satisfaction of liabilities and commitments in the
normal course of business as well as its ability to obtain
continued funding to continue operations. The summarized
financial information included below does not include any
adjustments that might result from the outcome of these
uncertainties.

The Company's equity investment in NewCheck was $0 at
December 31, 2000, on the consolidated balance sheet.  The
Company's equity in NewCheck's 2000 pretax loss of $8.0
million in the amount of approximately $3.3 million is
included in other income (expenses) in the consolidated
statement of operations.

Summarized balance sheet and operations information for
NewCheck (on a 100% basis) as of December 31, 2000 and for
the year then ended (expressed in thousands) is as follows:

Current assets.................   		$    4,751
Noncurrent assets.............. 	            984
Current liabilities............ 		     7,167
Noncurrent liabilities.........   	          5,261
Stockholders' deficit..........		    (6,694)

Revenues.......................  	 	$    7,628
Operating earnings (loss)......             (8,044)
Net income (loss).............. 		    (7,970)

At December 31, 2000, NewCheck had total debt of $6.3
million, consisting of $5.3 million of 8% convertible notes
due February 2005 and $1.0 million of 9% notes due 2001.

	The following new Note 12 is hereby added at the end of The
Notes to Consolidated Financial Statements:

Note 12 - Revision of Preferred Stock Classification:

Pursuant to the terms of the preferred stock, a maximum of 5%
of the Series A-1 Preferred Stock may be required to be
redeemed for cash by the Company. Accordingly, the portion of
preferred stock not subject to this redemption feature,
previously classified as temporary equity, has been
reclassified to be presented within stockholders' equity.


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: November 29, 2001		ELECTRONIC RETAILING SYSTEMS
						 INTERNATIONAL, INC.

By  s/Bruce F. Failing, Jr.
   -------------------------------
     Bruce F. Failing, Jr.
     Vice Chairman of the Board
                                     and Principal Executive
 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


s/Bruce F. Failing, Jr.	Vice Chairman of
------------------------    the Board 		November 29, 2001
 Bruce F. Failing, Jr.    and Principal
	    Executive Officer,
	    Principal Financial
	    Officer and Principal
	    Accounting Officer

Michael Persky*			Director			November 29, 2001
-----------------------
Michael Persky


David Diamond*			Director			November 29, 2001
-----------------------
David Diamond

Norton Garfinkle*		Director			November 29, 2001
-----------------------
Norton Garfinkle

Donald E. Zilkha*		Director			November 29, 2001
-----------------------
Donald E. Zilkha

*By s/Bruce F. Failing, Jr.
    --------------------------
      Bruce F. Failing, Jr.
      (Attorney-in-Fact Pursuant to
         Power of Attorney on file with
         the Securities and Exchange Commission)






INDEX TO EXHIBITS

Exhibit
Number

23.1		-	Consent of PricewaterhouseCoopers LLP



Corp\ers\sec.doc\10k December 2000 dup