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


Date of Report (Date of earliest event reported): October 23, 2003

                                  APTIMUS, INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


                                   Washington
               --------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


       0-28968                                        91-1809146
- ------------------------                     ---------------------------------
(Commission File Number)                     (IRS Employer Identification No.)


                             95 SOUTH JACKSON STREET
                                    SUITE 300
                            SEATTLE, WASHINGTON 98104
               --------------------------------------------------
              (Address of Principal Executive Offices and Zip Code)

Registrant's telephone number, including area code (206) 441-9100


                                 Not Applicable
               --------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)





Item 12. Results of Operations and Financial Condition


                   APTIMUS ANNOUNCES STRONG THIRD QUARTER 2003
                                    REVENUES

SAN  FRANCISCO,  October 23,  2003--  Aptimus,  Inc.  (OTCBB:  APTM),  a leading
provider of  performance-based  marketing services,  today announced it achieved
revenues of $1.4 million for the third  quarter of 2003 an increase of 162% from
revenues of $537,000 for the same period in 2002.

The Company also continued to improve its bottom line performance, narrowing its
net loss to $273,000 for the quarter ($0.06 per share,  calculated on an average
of 4.27 million shares).  This represents a $1.72 million improvement over a net
loss of $2.0 million for the same period in 2002 ($0.49 per share, calculated on
an average of 4.07 million shares).  Over 60% of the third quarter loss occurred
during July due in part to one-time  charges and hosting changes  implemented in
that month.

The  company's  second  quarter  EBITDA   (Earnings   Before  Interest,   Taxes,
Depreciation  and  Amortization)  was  a  loss  of  $198,000,   a  $1.4  million
improvement over an EBITDA loss of $1.6 million for the third quarter of 2002. A
reconciliation of Net loss to EBITDA is provided below.

Net accounts  receivable were $950,000 at the end of the quarter and the Company
ended the quarter with $140,000 in cash.

Fees earned by the  company's  distribution  partners  during the  quarter  were
$552,000,  or 39% of revenues,  compared to $184,000, or 34% of revenues, in the
comparable  period of 2002. The increase in the percentage of revenue related to
fees to  partners  reflects a shift from email  marketing  toward web site based
marketing  programs.  Given probable future  challenges in email marketing,  the
company  has  successfully  shifted  its  revenue  mix such that 70% of revenues
during the third quarter came from web site activities,  and only 30% from email
marketing.

"The  results of this  quarter  show that our  network is  beginning  to hit its
stride," said Tim Choate,  President and CEO of Aptimus. "While we have a lot of
work to do, and quarter to quarter  results  could be  volatile  given our early
stage, our confidence in the future has increased  significantly and the Aptimus
Network is  providing  great value and results for our clients and  distribution
partners."

During the quarter, the company made a number of key accomplishments including:

     o    The  Company's  Cost  Per  Click  (CPC)  pricing  option,   which  was
          introduced in June, was a success and continues to attract new clients
          who have been  successful  in paid search and want to  increase  their
          volumes  of CPC  based  marketing.  Different  from the  context-based
          advertising models Google and Overture are now promoting, however, the
          Aptimus  Network also allows  clients to pay on a cost per lead,  cost
          per acquisition, cost per order, or cost per impression basis, as well
          as based on combinations of those approaches.
     o    The  Company   grew  its  web  site   advertising   network   business
          substantially  during the quarter,  reducing its  dependence  on email
          marketing  revenues.  While the Company  believes email marketing will
          continue into the future in some form or another,  the Company intends
          to aggressively expand its other revenue  opportunities to counter any
          negative  impacts  of  future   regulatory   changes  affecting  email
          marketing.
     o    The Company  successfully  migrated its Network hosting from EDS to an
          in-house  solution in July.  This  change  will save the Company  over
          $300,000 per year. The change resulted in a one-time charge of $25,000
          during the third quarter  related to the early  termination of the EDS
          relationship.

Aptimus continued to grow its client base during the quarter, including:





     o    Expansion  of its  relationship  with  Procter  & Gamble  for  product
          sampling and couponing efforts. The successful programs with Procter &
          Gamble have also led to significant interest from other packaged goods
          companies  such that the Company  expects  significant  growth in this
          category for 2004.
     o    The  addition  of a number of new large  clients  during  the  quarter
          contributed to quarterly revenues and is expected to play a continuing
          role in the Company's growth.  New clients during the quarter included
          Disney Movie Club, T-Mobile, Verisign, Motley Fool, ESPN Magazine, and
          Shutterfly.
     o    New client additions resulting from the national Do Not Call list. The
          rules of the DNC list allow  marketers to contact  consumers  based on
          consumer  request,  and  Aptimus  provides a great  platform to enable
          large groups of consumers  to indicate  their  interest in offers from
          major telemarketers.

The Company also continued to expand its base of  distribution  partners  during
the quarter, including the important addition of CNET Networks, Inc. properties.
As recently  announced,  Aptimus will be presenting  direct  response  offers to
opt-in users who register across CNET Networks properties, offering an important
new channel for  technology  marketers  and direct  marketers  who are seeking a
tech-savvy audience.

"We are very  pleased  with our growth in the third  quarter and look forward to
continuing  our  momentum,"  said  Choate.  "The  expansion  of key clients like
Procter & Gamble,  and key partners  like CNET Networks will help us continue to
grow on a strengthening foundation."

Conference Call

Tim Choate will be hosting a conference call today to review the Company's third
quarter  results  beginning at 5:00 p.m.  Eastern Time. The  conference  call in
number is (866) 851-7100 and the  participant  code is # 762812.  In addition to
the call, a webcast will be available  live on the  Internet,  and a replay will
also  accessible  from  the  Investor  section  of  the  Company's   website  at
www.aptimus.com until November 8, 2003.

About Aptimus, Inc.

Aptimus is a leading provider of performance-based  marketing services for major
consumer  marketers.  Aptimus enables marketers to present their offers across a
broad audience of web site and email distribution channels,  paying only for the
results they achieve on a cost per click,  cost per order, cost per acquisition,
or cost per impression  basis,  as well as  combinations  of those models.  As a
result,  marketers  can refine their offers and payment  models to achieve their
exact objectives 100% of the time. At the core of Aptimus' network platform is a
proprietary,  patent-pending  technology and direct  marketing  approach  called
Dynamic  Revenue  Optimization,  which  automatically  determines on a real-time
basis the best marketer offers for promotion on each distribution  partner's Web
site and in each email sent. The technology is designed to optimize  results for
Aptimus'  marketer  clients  by placing  the right  offers in front of the right
customers,  while maximizing revenues for Aptimus and its distribution partners.
The  Company's  primary  offer  presentation  formats  include   cross-marketing
promotions at the point of registration or other  transactional  activity on web
sites,  online advertising  programs,  and email marketing  campaigns.  Aptimus'
current clients include many of the top 500 direct marketers,  such as Procter &
Gamble,   Kraft  Foods/Gevalia,   Hewlett  Packard,  IBM  and  Forbes.   Aptimus
distribution  partners  include a broad  cross-section of the Internet from CNET
Networks to  BlackPlanet.com.  Aptimus has offices in San Francisco and Seattle,
and is publicly traded on the OTCBB under the symbol APTM.  More  information on
Aptimus is available at the Company's website at http://www.aptimus.com.

This press release  contains  statements  that may  constitute  "forward-looking
statements"  within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended





by the  Private  Securities  Litigation  Reform  Act of  1995.  Such  statements
include,  without  limitation,  comments regarding the Company's future success,
the  continuing  nature of the  company's  revenue  growth,  the  ability of the
company to keep its current clients and distribution  partners and add new ones,
, the timing and ability of the Company to achieve profitability, if at all, the
viability  of its  network  approach  to  direct  marketing,  and the  company's
improving prospects,  in general.  Prospective  investors are cautioned that any
such  forward-looking  statements are not guarantees of future  performance  and
involve risks and  uncertainties,  and actual results may differ materially from
those  contemplated  by  such  forward-looking  statements.   Important  factors
currently  known to  management  that  could  cause  actual  results  to  differ
materially from those in forward-looking statements include, without limitation,
fluctuation  of  the  Company's  operating  results,   the  ability  to  compete
successfully,  the  ability  of the  Company  to  maintain  current  client  and
distribution  partner  relationships  and attract  new ones,  and the ability to
integrate  acquired  companies.  For  additional  factors  that may cause actual
results to differ  materially from those  contemplated  by such  forward-looking
statements,  please see the "Risk  Factors"  described in the  Company's  Annual
Report on Form 10-K,  dated March 31, 2003,  and in other  periodic  reports and
filings on file with the SEC,  which Risk  Factors  are  incorporated  herein as
though fully set forth. The Company undertakes no obligation to update or revise
forward-looking  statements to reflect  changed  assumptions,  the occurrence of
unanticipated events or changes to future operating results.

CONTACT: John Wade, Chief Financial Officer of Aptimus,  Inc.,  +1-415-896-2123,
ext. 245, or john.wade@aptimus.com.





                     APTIMUS, INC.
                Statement of Operation
         (in thousands, except per share data)
                      (unaudited)


                                                              Three months ended                  Nine months ended
                                                                 September 30                        September 30
                                                        -------------------------------    ---------------------------------
                                                              2002             2003               2002              2003
                                                        --------------   --------------    ---------------    --------------
                                                                                                     
Net Revenues                                                    $ 537          $ 1,405            $ 2,092           $ 3,254
Operating expenses
   Sales and marketing                                            537              310              1,676               981
   Connectivity and network costs                                 340              278              1,079               905
   Partner fees                                                   184              552                754               961
   Research and development                                       152              132                451               401
   General and administrative                                     436              319              1,343               997
   Depreciation and amortization                                  357               68              1,083               257
   Equity-based compensation                                        2               16                  9                17
   Loss (gain) on disposal of long-term assets                    131               (4)               100                40
   Lease renegotiation costs and
     impairment of leasehold improvements                         402                -                402                 -
   Restructuring costs                                              -                -                  -                 -
                                                        --------------   --------------    ---------------    --------------
Total operating expenses                                        2,541            1,671              6,897             4,559
                                                        --------------   --------------    ---------------    --------------
Operating loss                                                 (2,004)            (266)            (4,805)           (1,305)
Interest expense                                                    5               12                 20                16
Interest income                                                     9                5                 42                 7
                                                        --------------   --------------    ---------------    --------------
Net loss                                                      $(2,000)          $ (273)          $ (4,783)          $(1,314)
                                                        ==============   ==============    ===============    ==============

Basic and diluted net loss per share                          $ (0.49)         $ (0.06)           $ (1.19)          $ (0.31)
                                                        ==============   ==============    ===============    ==============
Weighted average shares used in computing
  net loss per share                                            4,067            4,270              4,023             4,237
                                                        ==============   ==============    ===============    ==============
Reconciliation of Net Loss to EBITDA:
Net loss                                                      $(2,000)          $ (273)          $ (4,783)          $(1,314)
Add back certain non-cash  charges:
   Interest, net                                                   (4)               7                (22)                9
   Depreciation and amortization                                  357               68              1,083               257
                                                        --------------   --------------    ---------------    --------------
EBITDA net loss                                               $(1,647)          $ (198)          $ (3,722)          $(1,048)
                                                        ==============   ==============    ===============    ==============
EBITDA basic and diluted net loss per share                   $ (0.40)         $ (0.05)           $ (0.93)          $ (0.25)
                                                        ==============   ==============    ===============    ==============









                                   SIGNATURES

In accordance with the  requirements of the Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                               APTIMUS, INC.
                                               ---------------------------------
                                               (Registrant)


Dated: October 23, 2003                    By  /s/ David H. Davis
                                               --------------------------------
                                                 David H. Davis
                                                 General Counsel and
                                                 Corporate Secretary