


FIRST AMENDMENT (the "Amendment") dated as of July 1, 1997 to the Credit 
Agreement dated as of December 19, 1996 (the "Credit Agreement"), among 
ACNIELSEN CORPORATION (the "Company"), the financial institutions party thereto
(the "Lenders"), THE CHASE MANHATTAN BANK, as administrative agent for the 
Lenders (in such capacity, the "Administrative Agent"), and THE NORTHERN TRUST
COMPANY, as Co-Agent.

      The Company has requested that the Credit Agreement be amended in order 
to permit it, within the terms set forth herein, to, among other things, effect
transfers of certain equity interests among the Company and its Subsidiaries
for tax and other business purposes.  The Lenders and the Administrative Agent 
have agreed to such amendments upon the terms and subject to the conditions set
forth herein.  Accordingly, the parties hereto agree as follows:

     SECTION 1.       Defined Terms.    Capitalized terms used and not 
otherwise defined herein shall have the meanings assigned to them in the 
Credit Agreement.

     SECTION 2.       Amendments to the Credit Agreement.
(a)    Section 6.04 (a) (v) of the Credit Agreement is hereby amended to read
 in its entirety as follows:

                      "(A) any initial equity Investment in any Subsidiary 
                      created after the date hereof or in any Subsidiary that 
                      was dormant on the date hereof; (B) any Investment 
                      described in the Letter from the Company to the Lenders 
                      dated June 15, 1997 under the heading "Tax Planning 
                      Initiatives" or any other Investment by a Subsidiary for 
                      tax planning purposes, and which does not involve the
                      downstream flow of assets from the Company to 
                      Subsidiaries, (1) resulting from the transfer to
                      such Subsidiary of the capital stock or Indebtedness of 
                      any other Subsidiary, (2) resulting from the cancellation
                      or forgiveness of any Indebtedness of a Subsidiary, 
                     (3) resulting from the issuance of additional shares of 
                     capital stock of a Subsidiary or (4) to fund loans by any 
                     other Subsidiary to the Company or any other Subsidiary; 
                     and (C) other equity Investments in Subsidiaries in an 
                     aggregate amount not in excess of $25,000,000;"

              (b)    Section 6.05 (a) of the Credit Agreement is hereby amended
to read in it entirety as follows:

                    "the Company may make Restricted Payments payable solely 
                      in additional shares of its common stock,"

              (c)    Section 5.01 is hereby amended to omit clause (iv) of 
paragraph (c) and to add a new paragraph (h), as follows:

                     "(h) concurrently with delivery of financial statements 
                      under clause (a) above and, at the request of the 
                      Administrative Agent, concurrently with delivery of 
                      financial statements under clause (b)above, a certificate
                      of a Financial Officer of the Company identifying all 
                      Subsidiaries and ownership interests therein and 
                      indicating all changes in the ownership of subsidiaries 
                      since the date of the last certificate provided under 
                      this paragraph (h)."

              (d)     Clause (v) of the definition of "Fixed Charge Coverage 
Ratio" in Section 1.01 of the Credit Agreement is hereby amended by replacing 
the reference to "$10,000,000" with "$20,000,000".

     SECTION 3.       Representations and Warranties.     The Company hereby 
represents and warrants to each Lender and the Administrative Agent that this 
Amendment has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation enforceable against it in accordance 
with its terms, except as enforcement thereof may be limited by applicable 
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the enforceability of creditors' rights generally and by general 
principles of equity.

   SECTION 4.       Effectiveness.    This Amendment shall become effective when
the Administrative Agent shall have received counterparts of this Amendment 
which, when taken together, bear the signatures of the Company, the 
Administrative Agent, and the Required Lenders.

   SECTION 5.       Applicable Law.   THIS AMENDMENT SHALL BE GOVERNED BY, AND 
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

   SECTION 6.       Expenses.    The Company shall pay all reasonable 
out-of-pocket expenses incurred by the Administrative Agent in connection with
the preparation, negotiation, execution, delivery and enforcement of this
Amendment, including, but not limited to, the reasonable fees, charges and 
disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent.

   SECTION 7.       Counterparts.     This Amendment may be executed in any 
number of counterparts (including by facsimile transmission), each of which 
shall constitute an original but all of which when taken together shall 
constitute but one agreement.

   IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their duly authorized officers, all as of the date first above 
written.


                                   ACNIELSEN CORPORATION,

                                    by:   F.D. MARTELL              
                                      Name:   F.D. Martell
                                      Title:     Vice President and Treasurer

                                   THE CHASE MANHATTAN BANK,
                                   individually and as
                                   Administrative Agent,

                                    by:      TRACEY A. NAVIN  
                                       Name:    Tracey A. Navin
                                       Title:   Vice President

                                   THE NORTHERN TRUST COMPANY,

                                    by:      JOSEPH YACULLO   
                                       Name:    Joseph Yacullo
                                       Title:   Vice President

                                   ABN AMRO BANK N.V., NEW YORK BRANCH,

                                    by:      JOHN N. SMITH             
                                       Name:    John N. Smith
                                       Title:   Vice President

                                    by:      R. SCOTT BORAC   
                                       Name:    R. Scott Borac
                                       Title:   Assistant Vice President

                                   THE BANK OF NEW YORK,

                                    by:      KENNETH P. SNEIDER, JR.
                                       Name:    Kenneth P. Sneider, Jr.
                                       Title:   Vice President

                                   CORESTATES BANK, N.A.,

                                    by:      BRIAN M. HALEY   
                                       Name:   Brian M. Haley
                                       Title:   Vice President

                                   CREDITO ITALIANO,

                                    by:      HARMON P. BUTLER 
                                       Name:     Harmon P. Butler
                                       Title:   First Vice President
                                                and Deputy Manager
                                    by:      UMBERTO SERETTI  
                                       Name:    Umberto Seretti
                                       Title:   Vice President

                                   THE FIRST NATIONAL BANK OF BOSTON,

                                    by:      LISA GELFAND ABRAMS
                                       Name:    Lisa Gelfand Abrams
                                       Title:   Vice President

                                   MIDLAND BANK PLC, NEW YORK BRANCH,

                                    by:      J.P. BOLLINGTON  
                                       Name:    J.P. Bollington
                                       Title:   Vice President

                                   PNC BANK, NATIONAL ASSOCIATION,

                                    by:      SARAH L. McCLINTOCK
                                    Name:    Sarah L. McClintock
                                    Title:   Vice President

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                                   THE SANWA BANK LIMITED,

                                    by:      DOMINIC J. SORRESSO       
                                       Name:    Dominic J. Sorresso
                                       Title:   Vice President

                                   SOCIETE GENERALE, NEW YORK BRANCH,

                                    by:      ALAN ZINSER               
                                       Name:    Alan Zinser
                                       Title:   Assistant Vice President

                                   TORONTO DOMINION (NEW YORK), INC.,

                                    by:      JORGE A GARCIA   
                                       Name:    Jorge A. Garcia
                                       Title:   Vice President



