As filed with the Securities and Exchange Commission on November 7, 2003

                                       Registration No. 333-



                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

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

                               FORM S-8
                        REGISTRATION STATEMENT
                                 Under
                      The Securities Act of 1933

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



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



           Delaware                                36-4462895
---------------------------------            ----------------------
(State or other jurisdiction of              (IRS Employer
of incorporation or organization)            Identification Number)



       360 N. Michigan Ave., 19th Floor, Chicago, Illinois 60601
      ----------------------------------------------------------
      (Address of Principal Executive Offices including Zip Code)



           Second Amended and Restated coolsavings.com, inc.
                        1997 Stock Option Plan

  coolsavings.com, inc. 1999 Non-Employee Director Stock Option Plan

             coolsavings.com, inc. 2001 Stock Option Plan
  -------------------------------------------------------------------
                         (Full title of plans)



                            David B. Desser
       360 N. Michigan Ave., 19th Floor, Chicago, Illinois 60601
                            (312) 224-5000
       ---------------------------------------------------------
       (Name, address and telephone number of agent for service)



                               Copy to:

                          MARK D. WOOD, ESQ.
                     Katten Muchin Zavis Rosenman
                  525 West Monroe Street, Suite 1600
                     Chicago, Illinois 60661-3693

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

                                   1


<PAGE>


                    CALCULATION OF REGISTRATION FEE
=========================================================================
Proposed           Proposed
Title of             Amount    maximum    maximum
securities           to be     offering   aggregate         Amount of
to be              registered  price per  offering        registration
registered           (1)(2)    share (3)  price (3)           fee
-------------------------------------------------------------------------
Common Stock,      12,337,337  $.9074     $11,194,899.59     $905.67
$0.001 par value   shares
========================================================================

(1)  This registration statement also covers an indeterminate number of
     additional shares of Common Stock that may be issued by reason of
     stock splits, stock dividends or similar transactions pursuant to
     Rule 416(a) of the Securities Act of 1933, as amended.

(2)  Of these shares, 4,366,843 are being registered for issuance upon
     exercise of outstanding options under the coolsavings.com, inc. 1997
     Stock Option Plan, as amended, 23,000 are being registered for
     issuance upon exercise of outstanding options under the
     coolsavings.com, inc. 1999 Non-Employee Director Stock Option Plan,
     4,297,470 are being registered for sale upon exercise of outstanding
     options under the coolsavings.com, inc. 2001 Stock Option Plan, and
     3,650,024 are being registered for issuance upon exercise of future
     awards under the coolsavings.com, inc. 2001 Stock Option Plan.

(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
     based upon (1) the weighted average exercise price per share of
     outstanding options to purchase 8,687,313 shares of Common Stock
     under the plans; and (2) the average of the bid and ask prices per
     share of Common Stock, as reported on the over-the-counter bulletin
     board market on November 4, 2003, with respect to 3,650,024 shares
     of Common Stock available for future awards under the
     coolsavings.com, inc. 2001 Stock Option Plan.


































                                   2


<PAGE>


                                PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I of this registration statement on
Form S-8 (the "Registration Statement") will be included in documents that
will be sent or given to participants in the Second Amended and Restated
coolsavings.com, inc. 1997 Stock Option Plan, the coolsavings.com, inc.
1999 Non-Employee Director Stock Option Plan and the coolsavings.com, inc.
2001 Stock Option Plan, pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").  That information is not being
filed with the Securities and Exchange Commission (the "SEC") in accordance
with the rules and regulations of the SEC.

























































                                   3


<PAGE>


                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents previously filed by CoolSavings, Inc. (the
"Company") with the SEC under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated by reference into the
Registration Statement:

     1.    The Company's Annual Report on Form 10-K for the fiscal year
           ended December 31, 2002, as amended on Form 10-K/A on June 16,
           2003;

     2.    The Company's Quarterly Report on Form 10-Q for the quarterly
           periods ended March 31, 2003 and June 30, 2003; and

     3.    The description of the Common Stock contained in the Company's
           Registration Statement on Form 8-A filed with the SEC on
           April 3, 2000 pursuant to Section 12 of the Exchange Act, and
           all amendments thereto and reports filed for the purpose of
           updating such description.

     In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date
hereof and prior to the filing of a post-effective amendment indicating
that all securities offered pursuant to this Registration Statement have
been sold or deregistering all such securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.


ITEM 4.  DESCRIPTION OF SECURITIES

     Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article Six of the Company's Certificate of Incorporation and Article
VIII, Section 9 of its Bylaws provides that the Company shall indemnify its
directors and its officers to the full extent permitted by the Delaware
General Corporation Law.

     In addition, Article Six, Section A of the Company's Certificate of
Incorporation, as amended, provides that a director of the Company shall
not be personally liable to the Company or its stockholders for monetary
damages for breach of his or her fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to the
Company or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
under Section 174 of the General Corporation Law of the State of Delaware,
or (4) for any transaction from which the director derives an improper
personal benefit.

                                   4


<PAGE>


     Reference is made to Section 145 of the General Corporation Law of
the State of Delaware which provides for indemnification of directors and
officers in certain circumstances.

     The Company has an insurance policy which entitles the Company to be
reimbursed for certain indemnity payments it is required or permitted to
make to its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.


ITEM 8.  EXHIBITS

     4.1   Certificate of Incorporation (incorporated by reference to
           Appendix D to the Company's Definitive Proxy Statement filed
           with the SEC on August 22, 2001)

     4.2   Bylaws (incorporated by reference to Appendix F to the
           Company's Definitive Proxy Statement filed with the SEC on
           August 22, 2001)

     4.3   Form of Common Stock Certificate (incorporated by reference
           to Exhibit 4.1 to the Company's Registration Statement on
           Form S-1; File No. 333-94677)

     4.4   Stockholders Agreement, dated as of June 1, 1998, among the
           Company and certain of its Stockholders (incorporated by
           reference to Exhibit 4.2 to the Company's Registration
           Statement on Form S-1; File No. 333-94677)

     4.5   Registration Rights Agreement between the Company, Landmark
           Ventures VII, LLC and certain of the Company's stockholders
           dated July 30, 2001 (incorporated by reference to Exhibit 4.2
           to the Company's Current Report on Form 8-K filed with the
           Commission on August 3, 2001)

     4.6   Second Amended and Restated coolsavings.com, inc. 1997 Stock
           Option Plan

     4.7   Form of Stock Option Agreement to the 1997 Stock Option Plan

     4.8   1999 Non-Employee Director Stock Option Plan (incorporated
           by reference to Exhibit 10.3 to the Company's Registration
           Statement on Form S-1, File No. 333-94677)

     4.9   Form of Non-Qualified Stock Option Agreement to the 1999
           Non-Employee Director Stock Option Plan

     4.10  2001 Stock Option Plan (incorporated by reference to
           Exhibit 10.3 to the Company's Current Report on Form 8-K
           filed with the SEC on August 3, 2001.)

     4.11  Form of Incentive Stock Option Agreement to the 2001 Stock
           Option Plan

     5     Opinion of David B. Desser, General Counsel of the Company
           as to the legality of securities being registered (including
           consent)

     23.1  Consent of PricewaterhouseCoopers LLP, independent public
           accountants

     23.2  Consent of David B. Desser (included in Exhibit 5)

     24    Power of Attorney (included on the signature page of this
           registration statement)


                                   5


<PAGE>


ITEM 9.  UNDERTAKINGS

     1.    The Company hereby undertakes:

     (a)   To file, during any period in which offers or sales are being
made, a post-effective amendment to the 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.  Notwithstanding the foregoing,
                 any increase or decrease in volume of securities offered
                 (if the total dollar value of securities offered would
                 not exceed that which was registered) and any deviation
                 from the low or high end of the estimated maximum
                 offering range may be reflected in the form of prospectus
                 filed with the SEC pursuant to Rule 424(b) if, in the
                 aggregate, the changes in volume and price represent no
                 more than 20 percent change in the maximum aggregate
                 offering price set forth in the "Calculation of
                 Registration Fee" table in the effective registration
                 statement;

           (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;

     PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the SEC by the Company 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 Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 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 the initial BONA FIDE offering thereof.













                                   6


<PAGE>


     3.    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described in Item 6
above, or otherwise, the Company has been informed that in the opinion of
the 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company
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.






















































                                   7


<PAGE>


                              SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as
amended the Company certifies that it has reasonable grounds to believe 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 the City of Chicago, State of Illinois, on
November 7, 2003.

                            COOLSAVINGS, INC.


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





                           POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and
appoints Matthew Moog, David B. Arney and David B. Desser, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and revocation, to sign on his behalf, individually and in
each capacity stated below, all amendments and post-effective amendments to
this Registration Statement on Form S-8 and to file the same, with all
exhibits thereto and any other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended granting unto such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as each such person might or could do in person, hereby ratifying
and confirming each act that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue thereof.
































                                   8


<PAGE>


     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities
indicated on November 7, 2003.


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


------------------------------    President and Chief Executive Officer
Matthew Moog                      (principal executive officer)
                                  and Director


------------------------------    Chief Financial Officer, Treasurer
David B. Arney                    and Secretary
                                  (principal financial and
                                  accounting officer)


------------------------------    Chairman of the Board of Directors
Richard H. Rogel


------------------------------    Director
R. Bruce Bradley


------------------------------    Director
Gary S. Briggs


------------------------------    Director
James S. Correll


------------------------------    Director
Guy R. Friddell, III


------------------------------    Director
John Giuliani


------------------------------    Director
Hugh R. Lamle


------------------------------    Director
Karl B. Quist


------------------------------    Director
Bradley Schram


------------------------------    Director
Daniel Sherr


------------------------------    Director
Debora J. Wilson








                                   9


<PAGE>


                           INDEX TO EXHIBITS
                           -----------------


Exhibits   Description
--------   -----------

4.6        Second Amended and Restated coolsavings.com, inc.
           1997 Stock Option Plan

4.7        Form of Stock Option Agreement to the 1997 Stock Option Plan

4.9        Form of Non-Qualified Stock Option Agreement to the
           1999 Non-Employee Director Stock Option Plan

4.11       Form of Incentive Stock Option Agreement to the
           2001 Stock Option Plan

5          Opinion of David B. Desser, General Counsel of the Company,
           as to the legality of the securities being registered
           (consent included)

23.1       Consent of PricewaterhouseCoopers LLP, independent public
           accountants

23.2       Consent of David B. Desser (included in Exhibit 5)

24         Power of Attorney (included on the signature page of
           this registration statement)









































                                  10
[{"type": "S-8", "sequence": "1", "filename": "csav_s8.txt", "secsgml_size_bytes": 19772}]
{"company-data": {"conformed-name": "COOLSAVINGS INC", "cik": "0001087875", "assigned-sic": "7389", "irs-number": "364462895", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110328", "film-number": "03985149"}, "business-address": {"street1": "360 N. MICHIGAN AVE", "street2": "19TH FLOOR", "city": "CHICAGO", "state": "IL", "zip": "60601", "phone": "312 224 5000"}, "mail-address": {"street1": "360 N. MICHIGAN AVENUE", "street2": "19TH FLOOR", "city": "CHICAGO", "state": "IL", "zip": "60601"}, "former-company": {"former-conformed-name": "COOLSAVINGS COM INC", "date-changed": "19990603"}}
As filed with the Securities and Exchange Commission on November 7, 2003

                                       Registration No. 333-

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

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

                               FORM S-8
                        REGISTRATION STATEMENT
                                 Under
                      The Securities Act of 1933

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

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

           Delaware                                36-4462895
---------------------------------            ----------------------
(State or other jurisdiction of              (IRS Employer
of incorporation or organization)            Identification Number)

       360 N. Michigan Ave., 19th Floor, Chicago, Illinois 60601
      ----------------------------------------------------------
      (Address of Principal Executive Offices including Zip Code)

           Second Amended and Restated coolsavings.com, inc.
                        1997 Stock Option Plan

  coolsavings.com, inc. 1999 Non-Employee Director Stock Option Plan

             coolsavings.com, inc. 2001 Stock Option Plan
  -------------------------------------------------------------------
                         (Full title of plans)

                            David B. Desser
       360 N. Michigan Ave., 19th Floor, Chicago, Illinois 60601
                            (312) 224-5000
       ---------------------------------------------------------
       (Name, address and telephone number of agent for service)

                               Copy to:

                          MARK D. WOOD, ESQ.
                     Katten Muchin Zavis Rosenman
                  525 West Monroe Street, Suite 1600
                     Chicago, Illinois 60661-3693

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

                                   1
CALCULATION OF REGISTRATION FEE
=========================================================================
Proposed           Proposed
Title of             Amount    maximum    maximum
securities           to be     offering   aggregate         Amount of
to be              registered  price per  offering        registration
registered           (1)(2)    share (3)  price (3)           fee
-------------------------------------------------------------------------
Common Stock,      12,337,337  $.9074     $11,194,899.59     $905.67
$0.001 par value   shares
========================================================================

(1)  This registration statement also covers an indeterminate number of
     additional shares of Common Stock that may be issued by reason of
     stock splits, stock dividends or similar transactions pursuant to
     Rule 416(a) of the Securities Act of 1933, as amended.

(2)  Of these shares, 4,366,843 are being registered for issuance upon
     exercise of outstanding options under the coolsavings.com, inc. 1997
     Stock Option Plan, as amended, 23,000 are being registered for
     issuance upon exercise of outstanding options under the
     coolsavings.com, inc. 1999 Non-Employee Director Stock Option Plan,
     4,297,470 are being registered for sale upon exercise of outstanding
     options under the coolsavings.com, inc. 2001 Stock Option Plan, and
     3,650,024 are being registered for issuance upon exercise of future
     awards under the coolsavings.com, inc. 2001 Stock Option Plan.

(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
     based upon (1) the weighted average exercise price per share of
     outstanding options to purchase 8,687,313 shares of Common Stock
     under the plans; and (2) the average of the bid and ask prices per
     share of Common Stock, as reported on the over-the-counter bulletin
     board market on November 4, 2003, with respect to 3,650,024 shares
     of Common Stock available for future awards under the
     coolsavings.com, inc. 2001 Stock Option Plan.

                                   2
PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I of this registration statement on
Form S-8 (the "Registration Statement") will be included in documents that
will be sent or given to participants in the Second Amended and Restated
coolsavings.com, inc. 1997 Stock Option Plan, the coolsavings.com, inc.
1999 Non-Employee Director Stock Option Plan and the coolsavings.com, inc.
2001 Stock Option Plan, pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").  That information is not being
filed with the Securities and Exchange Commission (the "SEC") in accordance
with the rules and regulations of the SEC.

                                   3
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents previously filed by CoolSavings, Inc. (the
"Company") with the SEC under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated by reference into the
Registration Statement:

     1.    The Company's Annual Report on Form 10-K for the fiscal year
           ended December 31, 2002, as amended on Form 10-K/A on June 16,
           2003;

     2.    The Company's Quarterly Report on Form 10-Q for the quarterly
           periods ended March 31, 2003 and June 30, 2003; and

     3.    The description of the Common Stock contained in the Company's
           Registration Statement on Form 8-A filed with the SEC on
           April 3, 2000 pursuant to Section 12 of the Exchange Act, and
           all amendments thereto and reports filed for the purpose of
           updating such description.

     In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date
hereof and prior to the filing of a post-effective amendment indicating
that all securities offered pursuant to this Registration Statement have
been sold or deregistering all such securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article Six of the Company's Certificate of Incorporation and Article
VIII, Section 9 of its Bylaws provides that the Company shall indemnify its
directors and its officers to the full extent permitted by the Delaware
General Corporation Law.

     In addition, Article Six, Section A of the Company's Certificate of
Incorporation, as amended, provides that a director of the Company shall
not be personally liable to the Company or its stockholders for monetary
damages for breach of his or her fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to the
Company or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
under Section 174 of the General Corporation Law of the State of Delaware,
or (4) for any transaction from which the director derives an improper
personal benefit.

                                   4
Reference is made to Section 145 of the General Corporation Law of
the State of Delaware which provides for indemnification of directors and
officers in certain circumstances.

     The Company has an insurance policy which entitles the Company to be
reimbursed for certain indemnity payments it is required or permitted to
make to its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.  EXHIBITS

     4.1   Certificate of Incorporation (incorporated by reference to
           Appendix D to the Company's Definitive Proxy Statement filed
           with the SEC on August 22, 2001)

     4.2   Bylaws (incorporated by reference to Appendix F to the
           Company's Definitive Proxy Statement filed with the SEC on
           August 22, 2001)

     4.3   Form of Common Stock Certificate (incorporated by reference
           to Exhibit 4.1 to the Company's Registration Statement on
           Form S-1; File No. 333-94677)

     4.4   Stockholders Agreement, dated as of June 1, 1998, among the
           Company and certain of its Stockholders (incorporated by
           reference to Exhibit 4.2 to the Company's Registration
           Statement on Form S-1; File No. 333-94677)

     4.5   Registration Rights Agreement between the Company, Landmark
           Ventures VII, LLC and certain of the Company's stockholders
           dated July 30, 2001 (incorporated by reference to Exhibit 4.2
           to the Company's Current Report on Form 8-K filed with the
           Commission on August 3, 2001)

     4.6   Second Amended and Restated coolsavings.com, inc. 1997 Stock
           Option Plan

     4.7   Form of Stock Option Agreement to the 1997 Stock Option Plan

     4.8   1999 Non-Employee Director Stock Option Plan (incorporated
           by reference to Exhibit 10.3 to the Company's Registration
           Statement on Form S-1, File No. 333-94677)

     4.9   Form of Non-Qualified Stock Option Agreement to the 1999
           Non-Employee Director Stock Option Plan

     4.10  2001 Stock Option Plan (incorporated by reference to
           Exhibit 10.3 to the Company's Current Report on Form 8-K
           filed with the SEC on August 3, 2001.)

     4.11  Form of Incentive Stock Option Agreement to the 2001 Stock
           Option Plan

     5     Opinion of David B. Desser, General Counsel of the Company
           as to the legality of securities being registered (including
           consent)

     23.1  Consent of PricewaterhouseCoopers LLP, independent public
           accountants

     23.2  Consent of David B. Desser (included in Exhibit 5)

     24    Power of Attorney (included on the signature page of this
           registration statement)

                                   5
ITEM 9.  UNDERTAKINGS

     1.    The Company hereby undertakes:

     (a)   To file, during any period in which offers or sales are being
made, a post-effective amendment to the 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.  Notwithstanding the foregoing,
                 any increase or decrease in volume of securities offered
                 (if the total dollar value of securities offered would
                 not exceed that which was registered) and any deviation
                 from the low or high end of the estimated maximum
                 offering range may be reflected in the form of prospectus
                 filed with the SEC pursuant to Rule 424(b) if, in the
                 aggregate, the changes in volume and price represent no
                 more than 20 percent change in the maximum aggregate
                 offering price set forth in the "Calculation of
                 Registration Fee" table in the effective registration
                 statement;

           (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;

     PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the SEC by the Company 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 Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 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 the initial BONA FIDE offering thereof.

                                   6
3.    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described in Item 6
above, or otherwise, the Company has been informed that in the opinion of
the 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company
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.

                                   7
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as
amended the Company certifies that it has reasonable grounds to believe 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 the City of Chicago, State of Illinois, on
November 7, 2003.

                            COOLSAVINGS, INC.

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

                           POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and
appoints Matthew Moog, David B. Arney and David B. Desser, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and revocation, to sign on his behalf, individually and in
each capacity stated below, all amendments and post-effective amendments to
this Registration Statement on Form S-8 and to file the same, with all
exhibits thereto and any other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended granting unto such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as each such person might or could do in person, hereby ratifying
and confirming each act that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue thereof.

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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities
indicated on November 7, 2003.

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

------------------------------    President and Chief Executive Officer
Matthew Moog                      (principal executive officer)
                                  and Director

------------------------------    Chief Financial Officer, Treasurer
David B. Arney                    and Secretary
                                  (principal financial and
                                  accounting officer)

------------------------------    Chairman of the Board of Directors
Richard H. Rogel

------------------------------    Director
R. Bruce Bradley

------------------------------    Director
Gary S. Briggs

------------------------------    Director
James S. Correll

------------------------------    Director
Guy R. Friddell, III

------------------------------    Director
John Giuliani

------------------------------    Director
Hugh R. Lamle

------------------------------    Director
Karl B. Quist

------------------------------    Director
Bradley Schram

------------------------------    Director
Daniel Sherr

------------------------------    Director
Debora J. Wilson

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INDEX TO EXHIBITS
                           -----------------

Exhibits   Description
--------   -----------

4.6        Second Amended and Restated coolsavings.com, inc.
           1997 Stock Option Plan

4.7        Form of Stock Option Agreement to the 1997 Stock Option Plan

4.9        Form of Non-Qualified Stock Option Agreement to the
           1999 Non-Employee Director Stock Option Plan

4.11       Form of Incentive Stock Option Agreement to the
           2001 Stock Option Plan

5          Opinion of David B. Desser, General Counsel of the Company,
           as to the legality of the securities being registered
           (consent included)

23.1       Consent of PricewaterhouseCoopers LLP, independent public
           accountants

23.2       Consent of David B. Desser (included in Exhibit 5)

24         Power of Attorney (included on the signature page of
           this registration statement)

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