EXHIBIT 31.2




                                 CERTIFICATIONS

I, James B. Duffy, certify that:

1. I have reviewed this annual report on Form 10-K of MemberWorks Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

       a)    designed such disclosure controls and procedures, or caused such
             disclosure controls and procedures to be designed under our
             supervision, to ensure that material information relating to the
             registrant, including its consolidated subsidiaries, is made known
             to us by others within those entities, particularly during the
             period in which this report is being prepared;

       b)    evaluated the effectiveness of the registrant's disclosure controls
             and procedures and presented in this report our conclusion about
             the effectiveness of the disclosure controls and procedures as of
             the end of the period covered by this report based on such
             evaluation; and

       c)    disclosed in this report any change in the registrant's internal
             control over financial reporting that occurred during the
             registrant's most recent fiscal quarter (the registrant's fourth
             fiscal quarter in the case of an annual report) that has materially
             affected, or is reasonably likely to materially affect, the
             registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

       a)  all significant deficiencies and material weaknesses in the design or
           operation of internal control over financial reporting which are
           reasonably likely to adversely affect the registrant's ability to
           record, process, summarize and report financial information; and

       b)  any fraud, whether or not material, that involves management or other
           employees who have a significant role in the registrant's internal
           controls over financial reporting.




Dated: September 15, 2003    By: /s/ James B. Duffy
                                 -----------------------------------
                                 James B. Duffy, Executive Vice President and
                                 Chief Financial Officer (Principal Financial
                                 and Accounting Officer)