<PAGE>   1
As filed with the Securities and Exchange Commission on March 12, 1997
                                                 Registration No. 333-

--------------------------------------------------------------------------------
          S E C U R I T I E S   A N D   E X C H A N G E   C O M M I S S I O N

                             Washington, D.C. 20549

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            MemberWorks Incorporated
                            ------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                           06-1276882
-------------------------------                         -------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

         680 Washington Blvd.; Suite 1100; Stamford, Connecticut 06901
         -------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                       1996 Employee Stock Purchase Plan
                       ---------------------------------
                            (Full title of the plan)

                                Gary A. Johnson
                     President and Chief Executive Officer
                            MemberWorks Incorporated
                        680 Washington Blvd., Suite 1100
                           Stamford, Connecticut 06901
                    ---------------------------------------
                    (Name and address of agent for service)

                                 (203) 324-7635
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
                        -------------------------------
  Title of                        Proposed           Proposed
Securities        Amount to       Maximum            Maximum         Amount of
   to be             be        Offering Price        Aggregate      Registration
Registered       Registered      Per Share        Offering Price         Fee
----------       ----------    --------------     --------------    ------------
Common Stock,     360,000       $16.56   (1)      $5,961,600   (1)      $1,788
$0.01 par value    shares

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

     (1)  Estimated solely for the purpose of calculating the registration fee,
and based on the average of the high and low prices as reported by Nasdaq on
March 10, 1997, in accordance with Securities Act Rule 457(c) and (h).


<PAGE>   2

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in the 1996 Employee Stock Purchase Plan of MemberWorks
Incorporated, a Delaware corporation (the "Registrant" or the "Company"),
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Certain Documents by Reference.
               -----------------------------------------------

     The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934 (as
amended, the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
The following documents, which are filed with the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:

     (1)       The Company's Prospectus pursuant to Rule 424(b)(1) of the 
Securities Act, dated October 18, 1996;

     (2)       The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, dated November 14, 1996;

     (3)       The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996, dated February 14, 1997; and

     (4)       The description of the Common Stock, $0.01 par value per share 
("Common Stock"), contained in the Company's Registration Statement on Form 8-A
as filed with the Commission on October 11, 1996.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold, or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

     Item 4.   Description of Securities.
               -------------------------

     Not applicable.

     Item 5.   Interests of Named Experts and Counsel.
               --------------------------------------

     The validity of the Common Stock offered hereby has been passed upon for
the Company by Hale and Dorr LLP, Boston, Massachusetts.




<PAGE>   3

     Item 6.   Indemnification of Directors and Officers.
               -----------------------------------------

     The Registrant's Certificate of Incorporation contains certain provisions
permitted under the General Corporation Law of Delaware relating to the
liability of directors. These provisions eliminate a director's personal
liability for monetary damages for a breach of fiduciary duty, except in certain
circumstances involving wrongful acts, such as the breach of a director's duty
of loyalty or acts or omissions which involve intentional misconduct or a
knowing violation of the law. The Registrant's Certificate of Incorporation also
contains provisions obligating the Registrant to indemnify its directors and
officers to the fullest extent permitted by the General Corporation Law of
Delaware.

     The Registrant has purchased and maintains insurance coverage under a
policy insuring directors and officers of the Registrant against certain
liabilities which they may incur as directors or officers of the Registrant,
which may include coverage for liabilities arising under the Securities Act.

     Item 7.   Exemption From Registration Claimed.
               -----------------------------------

     Not applicable.

     Item 8.   Exhibits.
               --------

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     Item 9.   Undertakings.
               ------------

     1.   The Registrant hereby undertakes:

        (a)    To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

        (i)    To include any prospectus required by Section 10(a)(3) of the
               Securities Act;

        (ii)   To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement; and

        (iii)  To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the 
               registration statement;


<PAGE>   4

          PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply if the
          registration statement is on Form S-3 or Form S-8, and the information
          required to be included in a post-effective amendment by those
          paragraphs is contained in periodic reports filed by the Registrant
          pursuant to Section 13 or Section 15(d) of the Exchange Act that are
          incorporated by reference in the registration statement.

          (b)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be 
     a new registration statement relating to the securities offered therein, 
     and the offering of such securities at that time shall be deemed to be 
     the initial bona fide offering thereof.

          (c)  To remove from registration by means of a post-effective 
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     2.   The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

     3.   Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer of controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>   5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Stamford, Connecticut, on this 12th day of March, 1997.


                                        MEMBERWORKS INCORPORATED


                                        By: /s/ Gary A. Johnson
                                           --------------------------
                                            Gary A. Johnson
                                            President and
                                             Chief Executive Officer



                               POWER OF ATTORNEY

     We, the undersigned officers and directors of MemberWorks Incorporated
hereby severally constitute and appoint James B. Duffy and Steven H. Levenherz,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names, in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all amendments to said Registration Statement and generally to do all such
things in our name and behalf in our capacities as officers and directors to
enable MemberWorks Incorporated to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.


<PAGE>   6

     WITNESS our hands and common seal on the date set forth below.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of March 12, 1997.

     Signature                     Title
     ---------                     -----

/s/ Gary A. Johnson           President, Chief Executive
______________________        Officer and Director
Gary A. Johnson               (Principal Executive Officer)
                              
/s/ Dennis P. Walker          Executive Vice President and Director
______________________        
Dennis P. Walker

/s/ James B. Duffy            Chief Financial Officer
______________________        (Principal Financial and Accounting Officer)
James B. Duffy                

/s/Stephen J. Clearman        Director
______________________       
Stephen J. Clearman

/s/ Alec L. Ellison               Director
______________________        
Alec L. Ellison

/s/ Michael R. O'Brien        Director
______________________        
Michael R. O'Brien

/s/ Marc S. Tesler            Director
______________________       
Marc S. Tesler



<PAGE>   7


<TABLE>
                                 EXHIBIT INDEX
                                 -------------
    

<CAPTION>
Exhibit
Number
-------

<S>   <C>
4.1   Certificate of Incorporation, as amended (1)

4.2   By-Laws (2)

4.3   Specimen Certificate of Common Stock of the Registrant (3)

5.1   Opinion of Hale and Dorr LLP

23.1  Consent of Hale and Dorr LLP (included in Exhibit 5.1)

24.1  Power of Attorney (included in the signature pages of this Registration 
      Statement)



<FN>
-----------------------

(1)  Incorporated herein by reference to Exhibits 3.1 through 3.3 to the
     Registrant's Registration Statement on Form S-1 (File No. 333-10541).

(2)  Incorporated herein by reference to Exhibit 3.4 to the Registrant's
     Registration Statement on Form S-1 (File No. 333-10541).

(3)  Incorporated herein by reference to Exhibit 4 to the Registrant's
     Registration Statement on Form S-1 (File No. 333-10541).

</TABLE>
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{"company-data": {"conformed-name": "MEMBERWORKS INC", "cik": "0001020996", "assigned-sic": "7389", "irs-number": "061276882", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23161", "film-number": "97555271"}, "business-address": {"street1": "680 WASHINGTON BLVD., SUITE 1100", "city": "STAMFORD", "state": "CT", "zip": "06901", "phone": "2033247635"}}
1
As filed with the Securities and Exchange Commission on March 12, 1997
                                                 Registration No. 333-

--------------------------------------------------------------------------------
          S E C U R I T I E S   A N D   E X C H A N G E   C O M M I S S I O N

                             Washington, D.C. 20549

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            MemberWorks Incorporated
                            ------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                           06-1276882
-------------------------------                         -------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

         680 Washington Blvd.; Suite 1100; Stamford, Connecticut 06901
         -------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                       1996 Employee Stock Purchase Plan
                       ---------------------------------
                            (Full title of the plan)

                                Gary A. Johnson
                     President and Chief Executive Officer
                            MemberWorks Incorporated
                        680 Washington Blvd., Suite 1100
                           Stamford, Connecticut 06901
                    ---------------------------------------
                    (Name and address of agent for service)

                                 (203) 324-7635
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
                        -------------------------------
  Title of                        Proposed           Proposed
Securities        Amount to       Maximum            Maximum         Amount of
   to be             be        Offering Price        Aggregate      Registration
Registered       Registered      Per Share        Offering Price         Fee
----------       ----------    --------------     --------------    ------------
Common Stock,     360,000       $16.56   (1)      $5,961,600   (1)      $1,788
$0.01 par value    shares

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

     (1)  Estimated solely for the purpose of calculating the registration fee,
and based on the average of the high and low prices as reported by Nasdaq on
March 10, 1997, in accordance with Securities Act Rule 457(c) and (h).
2

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in the 1996 Employee Stock Purchase Plan of MemberWorks
Incorporated, a Delaware corporation (the "Registrant" or the "Company"),
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Certain Documents by Reference.
               -----------------------------------------------

     The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934 (as
amended, the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
The following documents, which are filed with the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:

     (1)       The Company's Prospectus pursuant to Rule 424(b)(1) of the 
Securities Act, dated October 18, 1996;

     (2)       The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, dated November 14, 1996;

     (3)       The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996, dated February 14, 1997; and

     (4)       The description of the Common Stock, $0.01 par value per share 
("Common Stock"), contained in the Company's Registration Statement on Form 8-A
as filed with the Commission on October 11, 1996.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold, or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

     Item 4.   Description of Securities.
               -------------------------

     Not applicable.

     Item 5.   Interests of Named Experts and Counsel.
               --------------------------------------

     The validity of the Common Stock offered hereby has been passed upon for
the Company by Hale and Dorr LLP, Boston, Massachusetts.
3

     Item 6.   Indemnification of Directors and Officers.
               -----------------------------------------

     The Registrant's Certificate of Incorporation contains certain provisions
permitted under the General Corporation Law of Delaware relating to the
liability of directors. These provisions eliminate a director's personal
liability for monetary damages for a breach of fiduciary duty, except in certain
circumstances involving wrongful acts, such as the breach of a director's duty
of loyalty or acts or omissions which involve intentional misconduct or a
knowing violation of the law. The Registrant's Certificate of Incorporation also
contains provisions obligating the Registrant to indemnify its directors and
officers to the fullest extent permitted by the General Corporation Law of
Delaware.

     The Registrant has purchased and maintains insurance coverage under a
policy insuring directors and officers of the Registrant against certain
liabilities which they may incur as directors or officers of the Registrant,
which may include coverage for liabilities arising under the Securities Act.

     Item 7.   Exemption From Registration Claimed.
               -----------------------------------

     Not applicable.

     Item 8.   Exhibits.
               --------

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     Item 9.   Undertakings.
               ------------

     1.   The Registrant hereby undertakes:

        (a)    To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

        (i)    To include any prospectus required by Section 10(a)(3) of the
               Securities Act;

        (ii)   To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement; and

        (iii)  To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the 
               registration statement;
4

          PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply if the
          registration statement is on Form S-3 or Form S-8, and the information
          required to be included in a post-effective amendment by those
          paragraphs is contained in periodic reports filed by the Registrant
          pursuant to Section 13 or Section 15(d) of the Exchange Act that are
          incorporated by reference in the registration statement.

          (b)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be 
     a new registration statement relating to the securities offered therein, 
     and the offering of such securities at that time shall be deemed to be 
     the initial bona fide offering thereof.

          (c)  To remove from registration by means of a post-effective 
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     2.   The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

     3.   Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer of controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Stamford, Connecticut, on this 12th day of March, 1997.

                                        MEMBERWORKS INCORPORATED

                                        By: /s/ Gary A. Johnson
                                           --------------------------
                                            Gary A. Johnson
                                            President and
                                             Chief Executive Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of MemberWorks Incorporated
hereby severally constitute and appoint James B. Duffy and Steven H. Levenherz,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names, in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all amendments to said Registration Statement and generally to do all such
things in our name and behalf in our capacities as officers and directors to
enable MemberWorks Incorporated to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
6

     WITNESS our hands and common seal on the date set forth below.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of March 12, 1997.

     Signature                     Title
     ---------                     -----

/s/ Gary A. Johnson           President, Chief Executive
______________________        Officer and Director
Gary A. Johnson               (Principal Executive Officer)
                              
/s/ Dennis P. Walker          Executive Vice President and Director
______________________        
Dennis P. Walker

/s/ James B. Duffy            Chief Financial Officer
______________________        (Principal Financial and Accounting Officer)
James B. Duffy                

/s/Stephen J. Clearman        Director
______________________       
Stephen J. Clearman

/s/ Alec L. Ellison               Director
______________________        
Alec L. Ellison

/s/ Michael R. O'Brien        Director
______________________        
Michael R. O'Brien

/s/ Marc S. Tesler            Director
______________________       
Marc S. Tesler
7

                                 EXHIBIT INDEX
                                 -------------
Exhibit
Number
-------
4.1   Certificate of Incorporation, as amended (1)

4.2   By-Laws (2)

4.3   Specimen Certificate of Common Stock of the Registrant (3)

5.1   Opinion of Hale and Dorr LLP

23.1  Consent of Hale and Dorr LLP (included in Exhibit 5.1)

24.1  Power of Attorney (included in the signature pages of this Registration 
      Statement)
-----------------------

(1)  Incorporated herein by reference to Exhibits 3.1 through 3.3 to the
     Registrant's Registration Statement on Form S-1 (File No. 333-10541).

(2)  Incorporated herein by reference to Exhibit 3.4 to the Registrant's
     Registration Statement on Form S-1 (File No. 333-10541).

(3)  Incorporated herein by reference to Exhibit 4 to the Registrant's
     Registration Statement on Form S-1 (File No. 333-10541).