SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549


                              FORM 10K/A
                            AMENDMENT NO. 1

           Filed pursuant to Section 12, 13, or 15(d) of the
                    Securities Exchange Act of 1934


                   Commission File Number 000-30199


                           CoolSavings, Inc.
        ------------------------------------------------------
        (Exact name of registrant as specified in its charter)


        Delaware                              36-4462895
(State of organization)             (IRS Employer Identification No.)


  360 N. Michigan Ave., 19th Floor
        Chicago, Illinois                                    60601
(Address of principal executive office)                    (Zip Code)


Registrant's telephone number, including area code  312-224-5000



          ---------------------------------------------------
          Former name, former address and former fiscal year,
                     if changed since last report

  Securities Registered Pursuant to Section 12(b) of the Act:   None

      Securities Registered Pursuant to Section 12(g) of the Act:
                    Common Stock, Par Value $0.001

     Indicate by 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 that 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 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/A. [   ]

     Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2).  Yes [  ]  No [ X ]

     As of June 30, 2002 (the end of the Registrant's most recently
completed second fiscal quarter), the aggregate market value of the
Registrant's voting stock held by non-affiliates of the Registrant
(assuming for this purpose that executive officers, directors and 10%
stockholders are affiliates) was approximately $707,088, based on the
closing sales price of $0.05 on such date. As of March 1, 2003, there were
39,093,660 shares of the Registrant's common stock issued and outstanding.


                                   1


<PAGE>



                  EXPLANATORY NOTE TO AMENDMENT NO. 1


     This Amendment No. 1 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2002 has been filed to correct the percentage
of the Company's Common Stock beneficially owned by Landmark
Communications, Inc. as of March 1, 2003.






























































                                   2


<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          AND RELATED STOCKHOLDER MATTERS

COMMON STOCK; SERIES B PREFERRED STOCK; SERIES C PREFERRED STOCK

     The following tables set forth information with respect to the
beneficial ownership of our common stock, Series B Preferred Stock, and
Series C Preferred Stock, our three classes of voting stock, as of March 1,
2003, by:

     .     each person known by us to beneficially own more than 5% of
           our common stock, Series B Preferred Stock, or Series C
           Preferred Stock;

     .     each Named Executive Officer;

     .     each of our Directors; and

     .     all executive officers and directors as a group.


     Beneficial ownership is determined in accordance with the rules of
the SEC and generally includes voting or investment power with respect to
securities. Shares of common stock, Series B Preferred Stock, and Series C
Preferred Stock subject to options or warrants that are currently
exercisable or exercisable within 60 days after March 1, 2003, are deemed
to be outstanding and to be beneficially owned by the person holding the
options or warrants for the purpose of computing the percentage ownership
of that person, but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person. Unless otherwise
noted, each person or group identified possesses sole voting and investment
power with respect to the shares indicated, subject to applicable community
property laws. Beneficial ownership percentages are based on:

     .     39,093,660 shares of common stock outstanding,

     .     150,422,669 shares of Series B Preferred Stock, and

     .     13,000,000 shares of Series C Preferred Stock,

each as of March 1, 2003.





























                                   3


<PAGE>


     Unless indicated otherwise, the address of each of the beneficial
owners is: c/o CoolSavings, Inc., 360 N. Michigan Avenue, Suite 1900,
Chicago, Illinois 60601.

COMMON STOCK
                                                        Percentage
                                     Shares of          of Common
Shares                              Common Stock          Stock
Name and Address                    Beneficially       Beneficially
of Beneficial Owner                    Owned              Owned
-------------------                 ------------       ------------

Landmark Communications, Inc.
150 W. Brambleton Ave.
Norfolk, Virginia 23510             175,420,590 (1)          86.15%

Richard H. Rogel
56 Rose Crown
Avon, Colorado 81620                 13,573,089 (2)          26.05%

Hugh R. Lamle
c/o M.D. Sass
1185 Avenue of the Americas
New York, New York 10036              7,375,466 (3)          14.15%

Steven M. Golden
436 E. North Water St., Unit D
Chicago, Illinois 60611               6,101,815 (4)          15.14%

Matthew Moog                          2,759,439 (5)           6.85%

John J. Adams                           490,286 (6)           1.24%

R. Bruce Bradley
c/o Landmark Communications, Inc.
150 W. Brambleton Ave.
Norfolk, Virginia 23510                       0 (7)             *

Gary S. Briggs
c/o Ebay, Inc.
2145 Hamilton Ave.
San Jose, California  95125              25,000 (8)             *

Guy R. Friddell, III
c/o Landmark Communications, Inc.
150 W. Brambleton Ave.
Norfolk, Virginia 23510                       0 (7)             *

Karl B. Quist
c/o Landmark Communications, Inc.
150 W. Brambleton Ave.
Norfolk, Virginia 23510                       0 (7)             *

John Giuliani
350 Ravine Park Drive East
Lake Forest, Illinois 60045                   0                 *

James S. Correll
c/o Harte Hanks, Inc.
725 Stratford Drive
Encinitas, California 92024                   0                 *

Daniel Sherr
c/o Information Resources, Inc.
150 North Clinton Street
Chicago, Illinois 60661                       0                 *




                                   4


<PAGE>


                                                        Percentage
                                     Shares of          of Common
Shares                              Common Stock          Stock
Name and Address                    Beneficially       Beneficially
of Beneficial Owner                    Owned              Owned
-------------------                 ------------       ------------

Debora J. Wilson
c/o weather.com
300 Interstate North Parkway
Atlanta, Georgia 30339                        0 (7)             *

David B. Arney                           41,250 (9)             *

David B. Desser                          25,000(10)             *

All directors and executive
  officers as a group
  (14 persons) (11)                  24,289,530              45.07%

   *  Less than 1%.

     (1)   Includes 11,099,832 shares of common stock subject to purchase
           pursuant to an immediately exercisable warrant; 150,422,669
           shares of common stock issuable upon conversion of shares of
           Series B Preferred Stock outstanding on March 1, 2003 and owned
           by Landmark Ventures VII, LLC, a wholly owned subsidiary of
           Landmark Communications, Inc.; and 3,008,453 shares of common
           stock issuable upon conversion of shares of Series B Preferred
           Stock payable as an in-kind dividend on April 1, 2003 to
           Landmark Ventures VII, LLC.

     (2)   Includes 6,873,113 shares held by a trust of which Mr. Rogel is
           the trustee; 498,000 shares held by a limited partnership, of
           which Mr. Rogel is a partner; 11,500 shares of common
           stock subject to options exercisable within 60 days after
           March 1, 2003; and 6,190,476 shares of common stock issuable
           upon conversion of shares of Series C Preferred Stock
           outstanding on March 1, 2003.

     (3)   Includes 394,237 shares of common stock held by HLBL Family
           Partners, LP, which is controlled by Mr. Lamle; 1,500 shares
           held by a foundation controlled by Mr. Lamle; 11,500 shares
           of common stock subject to options exercisable within 60 days
           after March 1, 2003; and 6,190,476 shares of common stock
           issuable upon conversion of shares of Series C Preferred Stock
           outstanding on March 1, 2003.

     (4)   Includes 4,382,315 shares of common stock held by a revocable
           trust, of which Mr. Golden is the trustee; 172,500 shares of
           common stock held by Steven M. Golden LLC, which is controlled
           by Mr. Golden; and 1,213,000 shares of common stock subject to
           options exercisable within 60 days after March 1, 2003.

     (5)   Includes 359,968 shares of common stock held by Moog Investment
           Partners, LP, which is controlled by Mr. Moog; and 1,209,880
           shares of common stock subject to options exercisable within 60
           days after March 1, 2003.

     (6)   Includes 481,086 shares of common stock subject to options
           exercisable within 60 days after March 1, 2003.









                                   5


<PAGE>


     (7)   Does not include the shares of common stock beneficially owned
           by Landmark Communications, Inc. (including shares of common
           stock beneficially owned by Landmark Ventures VII, LLC) which
           shares such individual may be deemed to beneficially own as a
           result of his or her relationship as a stockholder, director,
           officer or employee of such entity.  Such individual expressly
           disclaims beneficial ownership of all such shares of common
           stock.

     (8)   Includes 25,000 shares of common stock subject to options
           exercisable within 60 days after March 1, 2003.

     (9)   Includes 41,250 shares of common stock subject to options
           exercisable within 60 days after March 1, 2003.

     (10)  Includes 25,000 shares of common stock subject to options
           exercisable within 60 days after March 1, 2003.

     (11)  Includes 1,805,216 shares of common stock subject to options
           exercisable within 60 days after March 1, 2003. Does not
           include shares of common stock beneficially owned or deemed to
           be beneficially owned by Landmark Communications, Inc.
           (including shares of common stock beneficially owned by
           Landmark Ventures VII, LLC).


SERIES B PREFERRED STOCK

     Unless indicated otherwise, the address of each of the beneficial
owners is: c/o CoolSavings, Inc., 360 N. Michigan Avenue, Suite 1900,
Chicago, Illinois 60601.

                                                       Percentage
                                      Series B         of Series B
                                      Preferred        Preferred
Shares                                 Shares            Shares
Name and Address                    Beneficially       Beneficially
of Beneficial Owner                    Owned             Owned
-------------------                 ------------       ------------

Landmark Communications, Inc.
150 W. Brambleton Ave.
Norfolk, Virginia 23510             153,431,122 (1)         100.00%

Richard H. Rogel
56 Rose Crown
Avon, Colorado 81620                          0                --

Hugh R. Lamle
c/o M.D. Sass
1185 Avenue of the Americas
New York, New York 10036                      0                --

Steven M. Golden
436 E. North Water St., Unit D
Chicago, Illinois 60611                       0                --

Matthew Moog                                  0                --

John J. Adams                                 0                --

R. Bruce Bradley
c/o Landmark Communications, Inc.
150 W. Brambleton Ave.
Norfolk, Virginia 23510                       0 (2)            --





                                   6


<PAGE>


                                                       Percentage
                                      Series B         of Series B
                                      Preferred        Preferred
Shares                                 Shares            Shares
Name and Address                    Beneficially       Beneficially
of Beneficial Owner                    Owned             Owned
-------------------                 ------------       ------------
Gary S. Briggs
c/o Ebay, Inc.
2145 Hamilton Ave.
San Jose, California  95125                   0                --

Guy R. Friddell, III
c/o Landmark Communications, Inc.
150 W. Brambleton Ave.
Norfolk, Virginia 23510                       0 (2)            --

Karl B. Quist
c/o Landmark Communications, Inc.
150 W. Brambleton Ave.
Norfolk, Virginia 23510                       0 (2)            --

John Giuliani
350 Ravine Park Drive East
Lake Forest, Illinois 60045                   0                --

James S. Correll
c/o Harte Hanks, Inc.
725 Stratford Drive
Encinitas, California 92024                   0                --

Daniel Sherr
c/o Information Resources
150 North Clinton Street
Chicago, Illinois 60661                       0                --

Debora J. Wilson
c/o Weather.com
300 Interstate North Parkway
Atlanta, Georgia 30339                        0 (2)            --

David B. Arney                                0                --

David B. Desser                               0                --

All directors and executive
  officers as a group
  (14  persons) (3)                           0                --

     (1)   Includes 150,422,669 shares of Series B Preferred Stock owned
           by Landmark Ventures VII, LLC, a wholly-owned subsidiary of
           Landmark Communications, Inc.; and 3,008,453 shares of Series B
           Preferred Stock payable as an in-kind dividend to Landmark
           Ventures VII, LLC on April 1, 2003.

     (2)   Does not include the shares of Series B Preferred Stock
           beneficially owned by Landmark Communications, Inc. (including
           shares of Series B Preferred Stock beneficially owned by
           Landmark Ventures VII, LLC) which shares such individual may be
           deemed to beneficially owned as a result of his or her
           relationship as a stockholder, director, officer or employee of
           such entity.  Such individual expressly disclaims beneficial
           ownership of all such shares of Series B Preferred Stock.

     (3)   Does not include shares of Series B Preferred Stock
           beneficially owned or deemed to be beneficially owned by
           Landmark Communications, Inc. (including shares of Series B
           Preferred Stock beneficially owned by Landmark Ventures VII,
           LLC).

                                   7


<PAGE>


SERIES C PREFERRED STOCK

     Unless indicated otherwise, the address of each of the beneficial
owners is: c/o CoolSavings, Inc., 360 N. Michigan Avenue, Suite 1900,
Chicago, Illinois 60601.

                                                       Percentage
                                         Series C      of Series C
                                         Preferred     Preferred
Shares                                    Shares         Shares
Name and Address                       Beneficially    Beneficially
of Beneficial Owner                       Owned          Owned
-------------------                    ------------    ------------

Landmark Communications, Inc.
150 W. Brambleton Ave.
Norfolk, Virginia 23510                       0                --

Richard H. Rogel
56 Rose Crown
Avon, Colorado 81620                      6,190,476          47.62%

Hugh R. Lamle
c/o M.D. Sass
1185 Avenue of the Americas
New York, New York 10036                  6,190,476          47.62%

Steven M. Golden
436 E. North Water St., Unit D
Chicago, Illinois 60611                       0                --

Matthew Moog                                  0                --

John J. Adams                                 0                --

R. Bruce Bradley
c/o Landmark Communications, Inc.
150 W. Brambleton Ave.
Norfolk, Virginia 23510                       0                --

Gary S. Briggs
c/o Ebay, Inc.
2145 Hamilton Ave.
San Jose, California  95125                   0                --

Guy R. Friddell, III
c/o Landmark Communications, Inc.
150 W. Brambleton Ave.
Norfolk, Virginia 23510                       0                --

Karl B. Quist
c/o Landmark Communications, Inc.
150 W. Brambleton Ave.
Norfolk, Virginia 23510                       0                --

John Giuliani
350 Ravine Park Drive East
Lake Forest, Illinois 60045                   0                --

James S. Correll
c/o Harte Hanks, Inc.
725 Stratford Drive
Encinitas, California 92024                   0                --

Daniel Sherr
c/o Information Resources
150 North Clinton Street
Chicago, Illinois 60661                       0                --


                                   8


<PAGE>


                                                       Percentage
                                         Series C      of Series C
                                         Preferred     Preferred
Shares                                    Shares         Shares
Name and Address                       Beneficially    Beneficially
of Beneficial Owner                       Owned          Owned
-------------------                    ------------    ------------

Debora J. Wilson
c/o Weather.com
300 Interstate North Parkway
Atlanta, Georgia 30339                        0                --

David B. Arney                                0                --

David B. Desser                               0                --

All directors and executive
  officers as a group
  (14  persons)                          12,380,952          95.24%


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     The following table sets forth certain information regarding our
equity compensation plans as of December 31, 2002:

                       (a)               (b)                (c)
                                                         Number of
                                                   securities remaining
                    Number of         Weighted     available for future
                securities to be  average exercise    issuance under
                  issued upon         price of      equity compensation
                  exercise of        outstanding     plans (excluding
              outstanding options,options, warrantssecurities reflected
Plan Category  warrants and rights   and rights       in column (a))
------------- ---------------------------------------------------------

Equity compen-
 sation plans
 approved by
 security
 holders           9,266,193             $ 0.99          5,283,183

Equity compen-
 sation plans
 not approved
 by security
 holders              --                   --               --
                  ----------             ------         ----------

Total              9,266,193             $ 0.99          5,283,183
                  ==========             ======         ==========

















                                   9


<PAGE>


     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.


                            CoolSavings, Inc.


                            By:  /s/ Matthew Moog
                                 -------------------------
                                 Matthew Moog
                                 Chief Executive Officer,
                                 President and Director


Dated:  June 16, 2003





















































                                  10


<PAGE>


                            CERTIFICATIONS
                            --------------

I, Matthew Moog, certify that:

1.   I have reviewed this annual report on Form 10-K of CoolSavings,
     Inc., as amended;

2.   Based on my knowledge, this annual 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 annual
     report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this annual 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 annual 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-14 and 15d-14)
     for the registrant and we have:

     a)    designed such disclosure controls and procedures to ensure
           that material information relating to the registrant is made
           known to us by others within that entity, particularly during
           the period in which this annual report is being prepared;

     b)    evaluated the effectiveness of the registrant's disclosure
           controls and procedures as of a date within 90 days prior to
           the filing date of this annual report (the "Evaluation
           Date"); and

     c)    presented in this annual report our conclusions about the
           effectiveness of the disclosure controls and procedures based
           on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed,
     based on our most recent evaluation, to the registrant's
     auditors and the audit committee of registrant's board of
     directors:

     a)    all significant deficiencies in the design or operation of
           internal controls which could adversely affect the registrant's
           ability to record, process, summarize and report financial data
           and have identified for the registrant's auditors any material
           weaknesses in internal controls; 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; and

6.   The registrant's other certifying officer and I have indicated in
     this annual report whether or not there were significant changes
     in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of our most recent
     evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.


Date: June 16, 2003              /s/ Matthew Moog
                                  -----------------------------------
                                  Matthew Moog
                                  President and Chief Executive Officer



                                  11


<PAGE>


I, David B. Arney, certify that:

1.   I have reviewed this annual report on Form 10-K of CoolSavings,
     Inc., as amended;

2.   Based on my knowledge, this annual 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 annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual 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 annual 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-14 and 15d-14) for the registrant
     and we have:

     a)    designed such disclosure controls and procedures to ensure that
           material information relating to the registrant is made known
           to us by others within that entity, particularly during the
           period in which this annual report is being prepared;

     b)    evaluated the effectiveness of the registrant's disclosure
           controls and procedures as of a date within 90 days prior to
           the filing date of this annual report (the "Evaluation
           Date"); and

     c)    presented in this annual report our conclusions about the
           effectiveness of the disclosure controls and procedures based
           on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based
     on our most recent evaluation, to the registrant's auditors and the
     audit committee of registrant's board of directors:

     a)    all significant deficiencies in the design or operation of
           internal controls which could adversely affect the registrant's
           ability to record, process, summarize and report financial data
           and have identified for the registrant's auditors any material
           weaknesses in internal controls; 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; and

6.   The registrant's other certifying officer and I have indicated in
     this annual report whether or not there were significant changes
     in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of our most recent
     evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.



Date: June 16, 2003              /s/ David B. Arney
                                  -----------------------------------
                                  David B. Arney
                                  Chief Financial Officer







                                  12


<PAGE>


                             EXHIBIT INDEX

Exhibit
No.        Description
-------    -----------

2.1        Securities Purchase Agreement dated as of July 30, 2001 between
           coolsavings.com, inc., CoolSavings, Inc., Landmark
           Communications, Inc., and Landmark Ventures VII, LLC
           (incorporated by reference to Exhibit 2.1 to CoolSavings'
           Current Report on Form 8-K filed with the Securities and
           Exchange Commission on August 3, 2001 (the "August 8-K")

2.2        Amendment No. 1 to the Securities Purchase Agreement dated as
           of August 16, 2001 between coolsavings.com, inc., CoolSavings,
           Inc., Landmark Communications, Inc., and Landmark Ventures VII,
           LLC (incorporated by reference to Exhibit 2.3 to CoolSavings'
           Quarterly Report on Form 10-Q for the period ending
           September 30, 2001)

2.3        Agreement and Plan of Merger dated as of July 30, 2001 by and
           between coolsavings.com, inc. and CoolSavings, Inc.
           (incorporated by reference to Exhibit 2.2 to the August 8-K)

3.1        Certificate of Incorporation (incorporated by reference to
           Appendix D to CoolSavings' Definitive Proxy Statement filed
           with the Commission on August 22, 2001)

3.2        Bylaws (incorporated by reference to Appendix F to CoolSavings'
           Definitive Proxy Statement; file no. 000-30199)

4.1        Form of Common Stock Certificate (incorporate by reference to
           Exhibit 4.1 to CoolSavings' Registration Statement on Form S-1;
           file no. 333-94677)

4.2        Stockholders Agreement, dated as of June 1, 1998, among
           CoolSavings and certain of its Stockholders (incorporated by
           reference to Exhibit 4.2 to CoolSavings' Registration Statement
           on Form S-1; file no. 333-94677)

4.3        Registration Rights Agreement among CoolSavings and the holders
           of the 1999 Unsecured, Convertible Subordinated Promissory
           Notes (incorporated by reference to Exhibit 4.4 to CoolSavings'
           Registration Statement on Form S-1; file no. 333-94677)

4.4        Registration Rights Agreement among CoolSavings and the holders
           of the Series A Convertible Preferred Stock (incorporated by
           reference to Exhibit 4.5 to CoolSavings' Registration Statement
           on Form S-1; file no. 333-94677)

4.5        Warrant between coolsavings.com, inc. and Landmark
           Communications, Inc. dated July 30, 2001 (incorporated by
           reference to Exhibit 4.1 to the August 8-K)

4.6        Warrant between CoolSavings, Inc. and Landmark Communications,
           Inc. dated November 12, 2001 (incorporated by reference to
           Exhibit 4.6 to CoolSavings' Annual Report on Form 10-K filed
           with the Securities and Exchange Commission on April 1, 2002).

4.7        Registration Rights Agreement between coolsavings.com,inc.,
           Landmark Ventures VII, LLC and certain coolsavings.com, inc.
           Stockholders dated July 30, 2001 (incorporated by reference to
           Exhibit 4.2 to the August 8-K)










<PAGE>


Exhibit
No.        Description
-------    -----------

10.1*      Form of Indemnification Agreement (incorporated by reference
           to Exhibit 10.2 to CoolSavings' Registration Statement on
           Form S-1; file no. 333-94677)

10.2*      1997 Stock Option Plan (incorporated by reference to
           Exhibit 10.3 to CoolSavings' Registration Statement on
           Form S-1, file no. 333-94677)

10.3*      1999 Director Option Plan (incorporated by reference to
           Exhibit  10.4 to CoolSavings' Registration Statement on
           Form S-1, file no. 333-94677)

10.4       Loan and Security Agreement, dated January 18, 2000, between
           CoolSavings and American National Bank and Trust Company of
           Chicago (incorporated by reference to Exhibit 10.18 to
           CoolSavings' Registration Statement on Form S-1; file
           no. 333-94677)

10.5       Forbearance and Reaffirmation Agreement, dated June 15, 2001,
           between coolsavings.com, inc. and American National Bank and
           Trust Company of Chicago (incorporated by reference to
           Exhibit 10.5 to CoolSavings' Quarterly Report on Form 10-Q for
           the period ended June 30, 2001)

10.6       Letter Agreement dated July 27, 2001 between coolsavings.com,
           inc. and American National Bank and Trust Company of Chicago
           (incorporated by reference to Exhibit 10.6 to CoolSavings'
           Quarterly Report on Form 10-Q for the period ended June 30,
           2001)

10.7*      Form of Promissory Note from current and former directors of
           CoolSavings payable to CoolSavings in consideration for
           exercise of stock options and/or warrants (incorporated by
           reference to Exhibit 10.6 to CoolSavings' Registration
           Statement on Form S-1, file no. 333-94677)

10.8*      Termination Agreement, dated December 30, 1999 between
           CoolSavings and Hillel Levin (incorporated by reference to
           Exhibit 10.7 to CoolSavings' Registration Statement on
           Form S-1, file no. 333-94677)

10.9*      Consulting Agreement, dated as of January 1, 2000, between
           CoolSavings and Hillel Levin (incorporated by reference to
           Exhibit 10.8 to CoolSavings Registration Statement on Form S-1,
           file no. 333-94677)

10.10      Lease Agreement, dated February 24, 1997, between Prentiss
           Properties Acquisition Partners, L.P. and CoolSavings
           (incorporated by reference to Exhibit 10.9 to CoolSavings'
           Registration Statement on Form S-1, filed No. 333-94677)

10.11      Agreement of Sublease, dated June 30, 1998, between Insurance
           Company of North America and CoolSavings (incorporated by
           reference to Exhibit 10.10 to CoolSavings' Registration
           Statement on Form S-1, file no. 333-94677)

10.12      Lease Agreement, dated January 3, 2000, between 360 North
           Michigan Trust and CoolSavings (incorporated by reference to
           Exhibit 10.11 to CoolSavings' Registration Statement on
           Form S-1, file no. 333-94677)









<PAGE>


Exhibit
No.        Description
-------    -----------

10.13      Forbearance Letter Agreement dated June 14, 2001 between
           coolsavings.com, inc. and 360 North Michigan Trust
           (incorporated by reference to Exhibit 10.9 to CoolSavings'
           Quarterly Report on Form 10-Q for the period ending June 30,
           2001)

10.14      Form of 8% Senior Subordinated Convertible Notes due March 1,
           2006 ("8% Notes") (incorporated by reference to Exhibit 10.1 to
           CoolSavings' Quarterly Report on Form 10-Q for the period
           ending March 31, 2001)

10.15      Form of Warrant issued in connection with 8% Notes ("Warrants")
           (incorporated by reference to Exhibit 10.2 to CoolSavings'
           Quarterly Report on Form 10-Q for the period ending March 31,
           2001)

10.16      Form of Letter confirming terms of investment in 8% Notes and
           Warrants. (incorporated by reference to Exhibit 10.3 to
           CoolSavings' Quarterly Report on Form 10-Q for the period
           ending March 31, 2001)

10.17      Amended and Restated Senior Secured Loan and Security
           Agreement, dated July 30, 2001, between coolsavings.com, inc.
           and Landmark Communications, Inc. (incorporated by reference to
           Exhibit 10.1 to the August 8-K)

10.18      First Amendment to Amended and Restated Senior Secured Loan and
           Security Agreement, dated September 25, 2001, between
           coolsavings.com, inc. and Landmark Communications, Inc.
           (incorporated by reference to Exhibit 10.8 to CoolSavings'
           Quarterly Report on Form 10-Q for the period ending
           September 30, 2001)

10.19      Commercial Demand Grid Note, dated July 30, 2001, between
           coolsavings.com, inc. and Landmark Communications, Inc.
           (incorporated by reference to Exhibit 10.2 to the August 8-K)

10.20      Voting Agreement between Landmark Communications, Inc.,
           Landmark Ventures VII, LLC and certain coolsavings.com, inc.
           Stockholders dated July 30, 2001 (incorporated by reference to
           Exhibit 9.1 to the August 8-K)

10.21      Amended and Restated Commercial Demand Grid Note, dated
           September 28, 2001, between CoolSavings, Inc. and Landmark
           Communications, Inc. (incorporated by reference to
           Exhibit 10.9 to CoolSavings' Quarterly Report on Form 10-Q
           for the period ending September 30, 2001)

10.22*     2001 Stock Option Plan (incorporated by reference to
           Exhibit 10.3 to the August 8-K)

10.23      Form of Stockholders Agreement between CoolSavings, Inc.,
           Landmark Ventures VII, LLC and certain Stockholders of
           coolsavings.com, inc. (incorporated by reference to
           Exhibit 10.4 to the August 8-K)

10.24*     Severance Agreement dated July 29, 2001 between
           coolsavings.com, inc. and Steven M. Golden (incorporated by
           reference to Exhibit 10.12 to the CoolSavings' Quarterly Report
           on Form 10-Q for the period ended June 30, 2001)









<PAGE>


Exhibit
No.        Description
-------    -----------

10.25*     Employment Agreement dated July 29, 2001 between
           coolsavings.com, inc. and Matthew M. Moog (incorporated by
           reference to Exhibit 10.13 to the CoolSavings' Quarterly Report
           on Form 10-Q for the period ended June 30, 2001)

10.26      Senior Secured Note dated July 30, 2001 between
           coolsavings.com, inc. and Landmark Communications, Inc.
           (incorporated by reference to Exhibit 10.36 to the CoolSavings'
           Annual Report on Form 10-K for the period ended December 31,
           2001)

10.27 +    Letter Agreement by and among Landmark Communications, Inc.,
           Landmark Ventures VII, LLC and CoolSavings, Inc. dated
           November 12, 2001.

99.1       Certification of Chief Executive Officer pursuant to
           Section 906 of the Sarbanes - Oxley Act of 2002.

99.2       Certification of Chief Financial Officer pursuant to
           Section 906 of the Sarbanes - Oxley Act of 2002.

-------------

    +      Previously filed as part of this Annual Report on Form 10-K.

    *      Management contract or compensatory plan or arrangement
           required to be filed as an exhibit to the Annual Report on
           Form 10-K.