SecProbe.io

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                     [LETTERHEAD OF SHEARMAN & STERLING LLP]

                                November 30, 2004

Via EDGAR, Federal Express and Facsimile (202-942-9638)
-------------------------------------------------------

Ms. Michele M. Anderson
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                              Vertrue Incorporated
                  (formerly known as MemberWorks Incorporated)
                      Schedule TO-I filed November 15, 2004
                                File No. 5-47315
                                ----------------

Dear Ms. Anderson:

     On behalf of our client, Vertrue Incorporated, formerly known as
MemberWorks Incorporated (the "Company"), set forth below are the Company's
responses to the comments (the "Comments") of the staff (the "Staff") of the
Securities and Exchange Commission (the "Commission") dated November 23, 2004,
concerning the tender offer on Schedule TO-I filed by the Company with the
Commission on November 15, 2004. The responses set forth below have been
organized in the same manner in which the Staff's comments were organized.

     The Company is filing today via the EDGAR system Amendment No. 1 to the
Schedule TO-I (the "Amended Schedule TO") together with this response letter. We
have also sent to your attention today via federal express five clean copies and
five marked copies of the ancillary documents filed as exhibits to the Amended
Schedule TO including the Offer to Purchase and the Letter of Transmittal.

     In addition, as requested by the Staff, the Company is also providing
separately a written statement acknowledging that:

     o    the company is responsible for the adequacy and accuracy of the
          disclosure in the filings;

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     o    staff comments or changes to disclosure in response to staff comments
          in the filings reviewed by the staff do not foreclose the Commission
          from taking any action with respect to the filing; and

     o    the company may not assert staff comments as a defense in any
          proceeding imitated by the Commission or any person under the federal
          securities laws of the United States.

Item 6.  Purposes of the Transaction and Plans or Proposals
-----------------------------------------------------------

Comment No. 1.  Provide all of the disclosure regarding the company's plans as
     required by Item 1006(c)(1-10) of Regulation M-A.  If any of the items
     contained in (c)(1-10) are inapplicable or an answer is in the
     negative, revise the Schedule TO to so state.  See General Instruction E
     to Schedule TO.

     Response: In response to the Staff's comment, the Company has revised the
     disclosure to indicate that except as otherwise disclosed in the Offer to
     Purchase, the Company does not have any plans, proposals or negotiations
     that relate to the items listed in Item 1006(c)(1-10) of Regulation M-A.

Item 12.  Exhibits
------------------

Comment No. 2.  File a form of the notice of withdrawal as an exhibit to the
     Schedule TO.

     Response: The Company has not provided a form of notice of withdrawal to
     security holders. As the Company will accept a withdrawal notice in any
     form that meets the requirements of Section 4 of the Offer to Purchase, it
     has not filed a form of notice of withdrawal as an exhibit to the Schedule
     TO. In addition, the Company respectfully submits that it is not aware of a
     requirement to file a form of notice of withdrawal as an exhibit to the
     Schedule TO.

Offer to Purchase
-----------------

Comment No. 3.  Revise the disclosure on pages 3 and 10 of the offering document
     to clarify that the company will pay the purchase price "promptly," not "as
     soon as practicable," after the expiration date.  Refer to Rules 13e-4(f)
     (5) and 14e-1(c).

     Response: In response to the Staff's comment, the Company has revised the
     above-referenced disclosure to clarify that the Company will pay the
     purchase price "promptly."

Comment  No. 4. We reference the aspect of your offer relating to participants
     in the 401(k) Profit Sharing Plan, whereby the tender prices they elect
     will be deemed to have been increased to the closest tender price that
     is not less than the closing price of the shares on the Nasdaq National
     Market. While we understand that this provision is designed to ensure
     compliance with the prohibition contained in the Profit Sharing Plan,
     it also appears that plan participants will benefit from the automatic
     increase because they will

                                       2
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     not have to incur the risk of tendering shares at lower than current market
     prices. Please advise us what consideration you have given as to whether
     this provision conflicts with the equal treatment requirement of Rule
     13e-4(f)(8) as it appears to provide a benefit to plan participants that is
     not afforded to all holders of the company's common stock.

     Response: The Company respectfully notes the Staff's comment. This
     provision (the "Deemed Retender Provision") is designed to ensure
     compliance with ERISA. We do not believe the Deemed Retender Provision
     conflicts with the equal treatment of Rule 13e-4(f)(8). We believe the
     Deemed Retender Provision is effectively equivalent to a withdrawal by the
     plan participant and a re-tender at the closing market price on the
     expiration date, an action the plan participants cannot undertake at that
     time (i.e., during the last two business days of the tender offer). All
     other holders of the Company's common stock may tender at any time prior to
     the expiration of the tender offer. In accordance with Rule 13e-4(f)(8),
     both the plan participants and the other holders of the Company's common
     stock will receive the same consideration from the Company in the tender
     offer (i.e., they each will receive the clearing price). The Deemed
     Retender Provision does not provide the plan participants with an advantage
     that is not available to the other holders of the Company's common stock.
     In addition, it should be noted that the clearing price in the tender offer
     may be higher or lower than the closing market price on the expiration
     date. That is, the plan participants have no greater certainty than do the
     other holders of the Company's common stock that their tender prices will
     be accepted (i.e., at or below the clearing price).

Comment  No. 5. Please revise the offer to ensure that persons who hold shares
     through the company's 401(k) Profit Sharing Plan or the Employee Stock
     Purchase Plan have at least 20 full business days to tender in the
     offer. In this regard, we note that the deadline for these shareholders
     to give appropriate directions to tender is 5:00 p.m. instead of
     midnight on the twentieth business day after commencement of the offer.

                                       3
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     Response: The Company respectfully disagrees with the Staff's comment.
     Bankers Trust Co., NA ("Bankers Trust") holds the shares in the trust
     established for the 401(k) Profit Sharing Plan, and Computershare Trust
     Company Incorporated ("Computershare") holds the shares on behalf of
     certain participants in the Employee Stock Purchase Plan. Bankers Trust and
     Computershare have until 5:00 p.m. on December 15, 2004 (i.e., the
     expiration date), in order to tender in the offer. Bankers Trust and
     Computershare have sent separate letters to their respective plan
     participants indicating that the participants must return a direction form
     indicating if the participants wish to have Bankers Trust or Computershare,
     as the case may be, tender shares held in the participants plan account.
     However, the Company has complied with the 20 business day requirement by
     allowing the holder of record for shares of the Company's common stock held
     in the 401(k) Profit Sharing Plan trust and with respect to the Employee
     Stock Purchase Plan (i.e., Bankers Trust and Computershare respectively) to
     tender up until 5:00 p.m. on December 15, 2004. If the Staff disagrees with
     our position, we will endeavor to have Bankers Trust and Computershare
     extend the deadline for the plan participants to submit their direction
     forms.

Forward-Looking Statements, page 7

Comment  No.6. We remind you that statements made in connection with tender
     offers are specifically excluded from the safe harbor protections of
     the Private Securities Litigation Reform Act of 1995. See Section
     21E(b)(2)(C) of the Exchange Act and Regulation M-A telephone
     interpretation M.2 of the July 2001 Supplement to the Division of
     Corporation Finance's Manual of Publicly Available Telephone
     Interpretations. Therefore, please delete the reference to
     forward-looking statements "made pursuant to safe harbor provisions of
     the Private Securities Litigation Reform Act of 1995" or revise the
     disclosure to make clear that the safe harbor protections do not apply
     to statements made in connection with the tender offer.

     Response: The Company respectfully advises the Staff that it has deleted
     the disclosure in question.

Conditions to the Tender Offer, page 20
---------------------------------------

Comment  No. 7. The first paragraph of this section contains language suggesting
     that once a condition is triggered, the offeror may decide in its
     judgment whether it is advisable to proceed with the offer. Please note
     that when a condition is triggered and an offeror decides to proceed
     with the offer anyway, we believe that this constitutes a waiver of the
     triggered condition. The company may not rely on this language to
     tacitly waive a condition of the offer by failing to expressly assert
     it. Please confirm your understanding on a supplemental basis.

     Response: In response to the Staff's comment, the Company confirms its
     understanding that when a condition of the offer is triggered and the
     Company decides to proceed with the offer anyway, this will constitute a
     waiver of the triggered condition. In such a case, the Company will
     expressly state that it has waived the condition.

                                       4
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Comment  No. 8. We do not object to the imposition of conditions in a tender
     offer, provided that they are not within the direct or indirect control
     of the offeror and are specific and capable of objective verification
     when satisfied. In this regard, revise the language appearing in the
     first paragraph to exclude any action or omission to act by the company
     as a reason for the assertion of a condition.

     Response: In response to the Staff's comment, the Company respectfully
     advises the Staff that it has deleted the language in question.

Comment  No. 9. Several of your listed offer conditions refer to an impairment
     of the benefits the company expects to receive from this offer. Since
     security holders should have a reasonable idea whether or not an offer
     condition is triggered, or at least should understand how this
     determination will be made, please revise to specify or generally
     describe those benefits.

     Response: In response to the Staff's comment, the Company has added in
     several of the listed offer conditions cross references to Section 9 of the
     Offer to Purchase, which Section 9 includes a description of the benefits
     the Company expects to receive from the offer.

Comment  No. 10. We note that the offer is subject to the condition that the
     company will remain listed on the Nasdaq National Market and not be
     eligible for deregistration under the Exchange Act. However, we also
     note under "Purpose of the Tender Offer; Certain Additional Effects of
     the Tender Offer" that the company may engage in possible future
     purchases of additional shares of common stock. Please be advised that
     this tender offer and any of the additional transactions may constitute
     the first steps in a future going private transaction. See Rue
     13e-3(a)(3).

     Response: The Company respectfully notes the Staff's comment.

Information Concerning Memberworks, page 25
-------------------------------------------

Comment  No. 11. Despite your attempt to incorporate by reference any future
     filings made with the Commission from the date of this offer until it
     expires, Schedule TO does not permit such "forward" incorporation by
     reference. If the information provided to security holders in the Offer
     to Purchase materially changes, you are under an obligation to amend
     the Schedule TO to update it and to disseminate the new information to
     security holders in a manner reasonably calculated to inform them about
     the change. Please revise the disclosure accordingly.

     Response: In response to the Staff's comment, the Company has revised the
     disclosure to remove references to "forward" incorporation by reference and
     acknowledges the Staff's comment concerning its amendment and dissemination
     obligations described above.

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Letter of Transmittal
---------------------

Comment  No.12. We reference the language requiring security holders to
     acknowledge that they have "read" the tender offer document. We believe
     it is inappropriate to require security holders to attest to the fact
     that they "read" the terms of the offer as such language effectively
     operates as a waiver of liability. Please provide a statement in your
     next amendment that expressly rescinds this language.

     Response: In response to the Staff's comment, the Company has deleted the
     language in question and has added a statement expressly rescinding the
     language.

                                      * * *

     If you have any questions with regard to these responses, or if you require
additional information, please feel free to contact me at (212) 848-7325.

                                                   Very truly yours,

                                                    /s/ Stephen T. Giove
                                                   ----------------------

cc:      George Thomas, Vertrue Incorporated
         Matthew F. Musselman, Shearman & Sterling LLP

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