UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~Form~~FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~THE~~ SECURITIES EXCHANGE ACT OF ~~1934~~ 1934

Date of ~~Report~~report (Date of earliest event reported): ~~October~~December 289, 2010

REWARDS NETWORK INC.

(Exact ~~name~~Name of ~~registrant~~Registrant asSpecified ~~specified~~ in its ~~charter~~Charter)

Delaware	1-13806	84-6028875
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. ~~EmployerIdentification~~Employer Identification No.)
Two North Riverside Plaza, Suite 950 Chicago, Illinois		60606
(Address of Principal Executive Offices)		(Zip Code)

Two North Riverside Plaza, Suite 950 Chicago, Illinois		60606
(Address of Principal Executive Offices)		(ZIP Code)

Registrant’s telephone number, including area code: (312) 521-6767

~~Check~~Not ~~the~~Applicable ~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

¨(Former ~~Written~~Name ~~communications~~or ~~pursuant~~Former toAddress, ~~Rule~~if ~~425~~Changed ~~under~~Since ~~the~~Last ~~Securities Act (17 CFR 230.425~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

¨	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement ~~communications~~communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement ~~communications~~communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 25.02. ~~RESULTS~~DEPARTURE OF ~~OPERATIONS~~DIRECTORS ~~AND~~OR ~~FINANCIAL~~CERTAIN ~~CONDITION~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

OnAmendments ~~October 28,~~to ~~2010,~~Restricted ~~the~~Stock ~~Corporation~~Unit ~~issued~~Award aAgreements ~~press release reporting its results for the third quarter ended September 30, 2010. A copy of the press release is attached hereto as Exhibit 99.1.~~

~~The~~On ~~information~~December 9, in2010, ~~this~~the ~~Form~~Compensation ~~8-K~~Committee ~~and~~of ~~Exhibit~~the ~~99.1~~Board ~~attached~~of ~~hereto~~Directors isof ~~furnished~~the ~~pursuant~~Corporation approved an amendment (the “Amendment”) to ~~Item~~all outstanding restricted stock unit award agreements, dated March ~~2.02~~30, ~~“Results~~2010, held by certain of ~~Operations~~ ~~and~~the ~~Financial~~Corporation’s ~~Condition~~employees,” ~~and~~including ~~shall~~executive ~~not~~officers bewho ~~deemed~~were ~~“filed”~~named ~~for~~executive ~~purposes~~officers ofin ~~Section 18~~the Corporation’s of2010 ~~the~~Proxy ~~Securities~~Statement. ~~Exchange~~The ~~Act~~Amendment ofmodifies ~~1934,~~such asrestricted ~~amended,~~stock orunit ~~otherwise~~award ~~subject~~agreements to provide for accelerated vesting upon the ~~liability~~occurrence of ~~that~~a ~~section.~~change ~~The~~in ~~information~~control ~~shall~~of ~~not be~~the ~~deemed~~portion ~~incorporated~~of bythe ~~reference~~restricted ~~into~~stock ~~any~~units ~~filings~~that ~~pursuant~~vest based on time. Prior to the ~~Securities~~approval ~~Act~~ of ~~1933,~~the asAmendment ~~amended~~by the Compensation Committee, orsuch ~~the~~restricted ~~Securities~~stock ~~Exchange~~unit ~~Act~~award ofagreements ~~1934,~~provided asfor ~~amended,~~accelerated ~~except~~vesting asof ~~otherwise~~such ~~specifically~~restricted ~~stated~~stock units following a change in ~~such~~control ~~filing~~only if the holder was terminated without cause within twelve months following the change in control.

~~ITEM~~The 9foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.011 ~~FINANCIAL~~hereto ~~STATEMENTS~~and ~~AND~~is ~~EXHIBITS~~incorporated herein by reference.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(c)

Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release issued by Rewards Network Inc. on October 28, 2010.
10.1		Form of Amendment No. 1 to the Rewards Network Inc. Restricted Stock Unit Award Agreements dated March 30, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REWARDS NETWORK INC.
Date: October 28, 2010	By:	/s/ Roya Behnia
		Roya Behnia Senior Vice President, General Counsel and Secretary


REWARDS NETWORK INC.

By:		/s/ Roya Behnia
		Roya Behnia Senior Vice President, General Counsel and Secretary

Dated: December 14, 2010

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
99.1		Press Release issued by Rewards Network Inc. on October 28, 2010.
10.1		Form of Amendment No. 1 to the Rewards Network Inc. Restricted Stock Unit Award Agreements dated March 30, 2010.

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