<SUBMISSION>
<ACCESSION-NUMBER>0000950123-01-000576
<TYPE>SC 14D9/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20010124
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ACNIELSEN CORP
<CIK>0001019878
<ASSIGNED-SIC>8700
<IRS-NUMBER>061454128
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 14D9/A
<ACT>34
<FILE-NUMBER>005-47591
<FILM-NUMBER>1514481
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>177 BROAD STREET
<CITY>STAMFORD
<STATE>CT
<ZIP>06901
<PHONE>2038344200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>177 BROAD ST
<CITY>STAMFORD
<STATE>CT
<ZIP>06901
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
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<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<BUSINESS-ADDRESS>
<STREET1>177 BROAD STREET
<CITY>STAMFORD
<STATE>CT
<ZIP>06901
<PHONE>2038344200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>177 BROAD ST
<CITY>STAMFORD
<STATE>CT
<ZIP>06901
</MAIL-ADDRESS>
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<DOCUMENT>
<TYPE>SC 14D9/A
<SEQUENCE>1
<FILENAME>y44371a3sc14d9a.txt
<DESCRIPTION>AMEND #3 TO SCHEDULE 14D-9: ACNIELSEN/ACNIELSEN
<TEXT>

<PAGE>   1


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 2001

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                            ------------------------

                                 SCHEDULE 14D-9

                                 (RULE 14d-101)
                     SOLICITATION/RECOMMENDATION STATEMENT
                             UNDER SECTION 14(d)(4)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                               (AMENDMENT NO. 3)


                            ------------------------

                             ACNIELSEN CORPORATION
                           (NAME OF SUBJECT COMPANY)

                             ACNIELSEN CORPORATION
                      (NAME OF PERSON(S) FILING STATEMENT)

                    COMMON STOCK, PAR VALUE $0.01 PER SHARE
           (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
                         (TITLE OF CLASS OF SECURITIES)

                                   004833109
                     (CUSIP NUMBER OF CLASS OF SECURITIES)

                             EARL H. DOPPELT, ESQ.
                            EXECUTIVE VICE PRESIDENT
                              AND GENERAL COUNSEL
                             ACNIELSEN CORPORATION
                                177 BROAD STREET
                          STAMFORD, CONNECTICUT 06901
                                 (203) 961-3000
                 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
               AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON
                   BEHALF OF THE PERSON(S) FILING STATEMENT)

                                    COPY TO:

                               RICHARD A. GARVEY
                                 JOHN G. FINLEY
                           SIMPSON THACHER & BARTLETT
                              425 LEXINGTON AVENUE
                         NEW YORK, NEW YORK 10017-3954
                                 (212) 455-2000

Check the box if the filing relates solely to preliminary communication made
before the commencement of a tender offer.  [ ]

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2


     This Amendment No. 3 (the "Amendment") amends and supplements the Schedule
14D-9 filed with the Securities and Exchange Commission on December 22, 2000
(the "14D-9"), as amended by Amendments No. 1 and No. 2 to the 14D-9 filed on
January 16 and 18, 2001, respectively, by ACNielsen Corporation (the "Company"),
relating to the tender offer by Artist Acquisition, Inc. ("Purchaser"), a
Delaware corporation and a wholly owned subsidiary of VNU N.V. ("Parent") to
purchase all outstanding shares of common stock, par value $.01 per share (the
"Shares"), of the Company, at a purchase price of $36.75 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated December 22, 2000 (the "Offer to Purchase") and the
related Letter of Transmittal (which, together with any supplements or
amendments thereto, collectively constitute the "Offer"). The Offer is described
in a Tender Offer Statement on Schedule TO (as amended or supplemented from time
to time, the "Schedule TO"), filed by the Purchaser with the Securities and
Exchange Commission on December 22, 2000.



ITEM 8.  ADDITIONAL INFORMATION



     Item 8(b) of the 14D-9 is hereby amended and supplemented by the following:



     On January 23, 2001, Parent received a letter from the Company, asserting
its right under the Merger Agreement to request that Purchaser extend the
expiration date of the Offer for 10 Business Days because the condition to the
Offer relating to the issuance of a decision under Article 6(1)(b) or 8(2) of
the EC Merger Regulation had not been satisfied at the scheduled expiration date
of the Offer.



     On January 24, 2001, Parent issued a press release announcing the extension
of the Offer until 12:00 midnight, New York City time, Tuesday, February 6,
2001. Parent also announced that it had been advised by Citibank, N.A., the
depositary for the Offer, that as of the close of business on January 23, 2001,
a total of 44,431,060 shares of common stock of the Company, or approximately
74.6% of the 59,577,043 shares issued and outstanding had been tendered. The
foregoing description of the press release is attached as Exhibit (a)(6)hereto.

<PAGE>   3

ITEM 9.  EXHIBITS.


     The following exhibit is filed herewith:



<TABLE>
<C>           <S>
      (a)(6)  Press Release, dated January 24, 2001 (incorporated by
              reference to Exhibit (a)(5)(iii) to Amendment No. 3. to the
              Schedule TO filed on January 24, 2001.)
</TABLE>


                                   SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                          ACNIELSEN CORPORATION

                                          By: /s/ Earl H. Doppelt
                                            ------------------------------------
                                            Name: Earl H. Doppelt
                                            Title: Executive Vice President and
                                              General Counsel


Dated: January 24, 2001

<PAGE>   4

                                 EXHIBIT INDEX


<TABLE>
<S>             <C>
        (a)(6)  Press Release, dated January 24, 2001 (incorporated by reference to Exhibit (a)(5)(iii)to Amendment
                No. 3 to the Schedule TO filed on January 24, 2001).
</TABLE>

</TEXT>
</DOCUMENT>
</SUBMISSION>
