UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(D) of The Securities Exchange Act of 1934


                               September 24, 2002
                                (Date of Report)


                              Network Commerce Inc.
             (Exact Name of Registrant as Specified in its Charter)

          Washington                     0-26707               91-1628103
 (State or Other Jurisdiction     (Commission File No.)      (IRS Employer
       of Incorporation                                   Identification Number)

             411 First Avenue South, Suite 200 N, Seattle, WA 98104
             (Address of Principal Executive Offices, including zip)


                                 (206) 223-1996
              (Registrant's Telephone Number, including area code)







Item 5. Other Events and Regulation FD Disclosure

     On September  24, 2002,  the United States  District  Court for the Western
District of Washington in Seattle issued an order  dismissing with prejudice the
consolidated  securities class actions  (consolidated  under case no. C01-0675L)
against Network Commerce Inc. and Dwayne Walker,  the Company's  chairman of the
Board of Directors and former chief executive officer and president.

     This litigation was a consolidation of multiple putative class actions, the
first of which was filed on May 10,  2001,  alleging  violations  of the federal
securities  laws based on alleged  misrepresentations  and omissions made by the
defendants to the market.  On January 28, 2002, the Company and Mr. Walker filed
a motion to dismiss the consolidated class action complaint for failure to state
a claim on which legal  relief can be  granted,  and on  September  24, 2002 the
Court granted the motion, and denied the plaintiffs'  request to file an amended
complaint.

     Network  Commerce issued a press release on September 25, 2002,  announcing
the  dismissal of the  securities  class action  litigation,  a copy of which is
filed as Exhibit 99.1 to this Current Report on Form 8-K.


Item 7. Financial Statements and Exhibits

         (c)      Exhibits.

                  Number    Description
                  99.1      Company press release dated September 26, 2002






                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this Form 8-K to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

     Dated: September 26, 2002.

                                            NETWORK COMMERCE INC.



                                            By:  /s/ N. Scott Dickson
                                               --------------------------------
                                                 N. Scott Dickson
                                                 Chief Executive Officer