<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
MemberWorks Incorporated
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
586002 10 7
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 4 Pages
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CUSIP NO. 13G
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary A. Johnson Social Security No. -- ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
1,672,700
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,672,700
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.71%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 4 pages
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CUSIP: 586002 10 7 Page 3 of 4
SCHEDULE 13G
Item 1.
(a) Name of Issuer: MemberWorks Incorporated
(b) Address: 9 West Broad Street
Stamford, CT 06902
Item 2.
(a) This Schedule 13G is being filed by Gary A. Johnson,
President and Chief Executed Officer of Issuer.
(b) The address of the issuer's principal place of business
is:
9 West Broad Street
Stamford, CT 06902
(c) Mr. Johnson is a U.S. Citizen.
(d) Common Stock
(e) CUSIP Number: 586002 10 7
Item 3.
This statement is not being filed pursuant to Rule 13d-1 (b) or 13d-2
(b).
Item 4. Ownership
(a) For the year ended December 31, 1998, the aggregate number
of shares of the Company's common stock beneficially owned by Gary A. Johnson is
1,672,700 shares.
(b) Percent of Class: 10.71% based upon 15,615,361 shares
outstanding.
(c) Included in the 1,672,700 shares of common stock
beneficially owned by Mr. Johnson are 115,200 shares issuable upon the exercise
of outstanding stock options presently exercisable or exercisable within sixty
(60) days after December 31, 1998, as well as 54,000 shares held in trust for
the benefit of Mr. Johnson's children, with respect to which he disclaims
beneficial ownership.
<PAGE> 4
SCHEDULE 13G Page 4 of 4
CUSIP: 586002 10 7
Item 5. Ownership of Five Percent or Less
Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Securities Being Reported by the
Parent Holding Company
Item 8. Identification and Classification of Members of a
Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below, I certify that to the best of my
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: 2/3/99
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/s/ Gary A. Johnson
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Gary A. Johnson
