Exhibit 10.34

                                                               EXECUTION VERSION



                                    THIRD AMENDMENT, dated as of February 12,
                           2004 (this "AMENDMENT"), to the $950,000,000 TERM
                           LOAN AGREEMENT, dated as of May 20, 2002 (as amended,
                           the "TERM LOAN AGREEMENT"), among THE READER'S DIGEST
                           ASSOCIATION, INC., a Delaware corporation (the
                           "COMPANY"), the BORROWING SUBSIDIARIES party thereto
                           (the "BORROWING SUBSIDIARIES"), the LENDERS party
                           thereto (the "LENDERS") and JPMORGAN CHASE BANK, as
                           administrative agent (in such capacity, the
                           "ADMINISTRATIVE AGENT") and collateral agent (in such
                           capacity, the "COLLATERAL AGENT").

                                   WITNESSETH:

                  WHEREAS, pursuant to the Term Loan Agreement, the Lenders have
agreed to extend credit to the Borrowers on the terms and subject to the
conditions set forth therein.

                  WHEREAS, the Company has informed the Administrative Agent
that it intends to issue senior unsecured notes in an aggregate principal amount
of at least $300,000,000 the principal of which are not by their terms payable
or required to be prepaid, redeemed, repurchased or defeased, in whole or in
part, at the option of any holder thereof or on any date prior to the Tranche B
Maturity Date (as defined in the Term Loan Agreement) or the "Maturity Date"
under and as defined in the Amended and Restated Five-Year Credit Agreement (as
defined in the Term Loan Agreement) (the "2004 SENIOR NOTES").

                  WHEREAS, the Company has requested that the Required Lenders
amend certain provisions of the Term Loan Agreement in connection with the
issuance of the 2004 Senior Notes as set forth in this Amendment, and the
Lenders whose signatures appear below, constituting at least the Required
Lenders, are willing to amend the Term Loan Agreement on the terms and subject
to the conditions set forth herein.

                  NOW, THEREFORE, in consideration of the mutual agreements
herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:

        SECTION 1.  DEFINED TERMS.  Capitalized terms used but not otherwise
defined herein have the meanings assigned to them in the Term Loan Agreement.

        SECTION 2.  AMENDMENTS TO SECTION 1.01.  Section 1.01 of the Term Loan
Agreement is hereby amended by:

        (a) amending paragraph (g) of the definition of Excess Cash Flow to read
in its entirety as follows:

                  "(g) the aggregate principal amount of Long-Term Debt or
         Capital Lease Obligations repaid by the Company and the consolidated
         Subsidiaries during such fiscal year, excluding (i) Term Loans prepaid
         pursuant to Section 2.12(a), (b), (c)

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                                                                               2

         or (g), (ii) repayments or prepayments of Long-Term Debt financed by
         the incurrence of other Long-Term Debt and (iii) repayments or
         prepayments under revolving credit or similar arrangements without
         concomitant reductions of the lenders' commitments by the amounts
         repaid or prepaid; minus"; and

        (b) amending paragraph (c) of the definition of Prepayment Event to read
in its entirety as follows:

                  "(c) the incurrence by the Company or any Subsidiary of any
         Debt, other than (i) Debt hereunder and under the Amended and Restated
         Five-Year Credit Agreement, (ii) Debt of Subsidiaries permitted under
         Section 6.01 as in effect on the date hereof, (iii) unsecured Debt of
         the Company (1) the principal of which is not by its terms payable or
         required to be prepaid, redeemed, repurchased or defeased, in whole or
         in part, at the option of any holder thereof or on any date prior to
         the Tranche B Maturity Date or the "Maturity Date" under and as defined
         in the Amended and Restated Five-Year Credit Agreement, (2) that is not
         guaranteed by any Subsidiary, (3) that is fully subordinated to the
         Obligations and to any obligations the proceeds of which are used to
         refinance such Obligations (collectively, the "Senior Obligations") in
         the event of any bankruptcy, reorganization or insolvency proceeding
         with respect to any Loan Party, (4) that provides that no payments will
         be made during the continuance of any Default in the payment of the
         principal of or interest on the Senior Obligations, (5) that provides
         on customary terms that payments of interest may be suspended for a
         period of 180 days during the continuance of non-payment Defaults upon
         notice given by the Administrative Agent on behalf of the Lenders and
         (6) the subordination provisions of which, insofar as they relate to
         the Obligations, are otherwise customary for publicly offered
         subordinated debt securities and (iv) other Debt for borrowed money in
         an aggregate principal amount at any time outstanding not greater than
         $25,000,000."

        SECTION 3. AMENDMENT TO SECTION 2.12(b). Section 2.12(b) of the Term
Loan Agreement is hereby amended in its entirety to read as follows:

                  "(b) In the event and on each occasion that any Net Proceeds
         are received by or on behalf of the Company or any Subsidiary in
         respect of any Prepayment Event, the Company shall, on the Business Day
         immediately following the date on which such Net Proceeds are received,
         prepay Borrowings in an aggregate amount equal to 100% of such Net
         Proceeds; PROVIDED that, in the case of any Prepayment Event described
         in clause (a) or (b) of the definition of the term Prepayment Event, if
         the Company shall deliver to the Administrative Agent a certificate of
         a Financial Officer to the effect that the Company and the Subsidiaries
         intend to apply the Net Proceeds from such event (or a portion thereof
         specified in such certificate), within 6 months after receipt of such
         Net Proceeds, to acquire property, plant or equipment to be used in the
         business of the Company and the Subsidiaries or to acquire other
         Persons or business units, and certifying that no Default has occurred
         and is continuing, then no prepayment shall be required pursuant to
         this paragraph in respect of the Net Proceeds of such

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                                                                               3

         event (or the portion of such Net Proceeds specified in such
         certificate, if applicable) except to the extent of any such Net
         Proceeds that have not been so applied by the end of such six month
         period, at which time a prepayment shall be required in an amount equal
         to such Net Proceeds that have not been so applied. Notwithstanding the
         foregoing, (i) if on the date a prepayment would be due under the
         preceding sentence, the Ratings shall be lower than BBB- or Baa3 or
         shall be BBB- or Baa3 but not with a "stable" outlook but the
         Consolidated Leverage Ratio shall be less than 2.50:1.00, in the case
         of a Prepayment Event described in clause (a) or (b) of the definition
         of the term Prepayment Event, or the Consolidated Leverage Ratio would
         be less than 2.50:1.00 on a pro forma basis after giving effect to the
         incurrence of the applicable Debt in the case of a Prepayment Event
         described in clause (c) of the definition of the term Prepayment Event,
         then (A) in the case of a Prepayment Event described in clauses (a) or
         (b) of the definition of the term Prepayment Event, references in the
         preceding sentence to "six months" shall be deemed to be references to
         "one year" and (B) in the case of a Prepayment Event described in
         clause (c) of the definition of the term Prepayment Event, no
         prepayment shall be required, and (ii) if on the date a prepayment
         would be due under the preceding sentences, the Ratings shall be at
         least BBB- and Baa3, in each case with a "stable" outlook, then (A) in
         the case of a Prepayment Event described in clauses (a) and (b) of the
         definition of the term Prepayment Event, the references to "100%" in
         the preceding sentence shall be deemed to be a reference to "50%" and
         the reference to "one year" in clause (i) of this sentence shall remain
         a reference to "one year", and (B) in the case of a Prepayment Event
         described in clause (c) of the definition of the term Prepayment Event,
         no prepayment shall be required."

        SECTION 4. AMENDMENT TO SECTION 2.12(c). Section 2.12(c) of the Term
Loan Agreement is hereby amended in its entirety to read as follows:

                  "(c) The Company shall prepay Borrowings in an aggregate
         amount equal to 50% of Excess Cash Flow for each of its fiscal years,
         commencing with the fiscal year ending June 30, 2004, minus (i) the
         aggregate amount of all prepayments of Borrowings made pursuant to
         Section 2.12(a) during such fiscal year and (ii) the aggregate amount
         of all prepayments of Borrowings made pursuant to Section 2.12(g)
         during such fiscal year. Each prepayment pursuant to this paragraph
         shall be made on the date on which financial statements are delivered
         pursuant to Section 5.01 with respect to the fiscal year for which
         Excess Cash Flow is being calculated (and in any event within 90 days
         after the end of such fiscal year). Notwithstanding the foregoing, if
         on the date a prepayment would be due under the preceding sentence in
         respect of any fiscal year, (i) the Consolidated Leverage Ratio shall
         be less than 2.50:1.00 or (ii) the Ratings shall be at least BBB- and
         Baa3, in each case with a "stable" outlook, then no prepayment shall be
         required in respect of such fiscal year."

        SECTION 5. AMENDMENT TO SECTION 2.12. Section 2.12 of the Term Loan
Agreement is hereby amended by adding a new paragraph (g) that reads in its
entirety as follows:

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                                                                               4

                  "(g) The Company shall prepay Borrowings in an aggregate
         amount equal to the aggregate amount of all cash dividends, stock
         repurchases and other Restricted Payments made in any fiscal year if
         the total of such cash dividends, stock repurchases and other
         Restricted Payments made in such fiscal year exceeds $25,000,000, as
         required pursuant to the second proviso contained in Section
         6.10(a)(vi), commencing with the fiscal year ending June 30, 2004.
         Prepayments of Borrowings required by this paragraph (g) shall be
         reduced by any prepayments of Borrowings made during such fiscal year
         as provided in Section 6.10(a)(vi), but shall not be reduced by any
         prepayments of Borrowings required during such fiscal year pursuant to
         Section 2.12(b) or (c). Each prepayment pursuant to this paragraph
         shall be made no later than the last day of the fiscal year in which
         the applicable Restricted Payments shall have been made pursuant to
         Section 6.10(a)(vi)."

        SECTION 6. AMENDMENT TO SECTION 6.06(h). Section 6.06(h) of the Term
Loan Agreement is hereby amended in its entirety to read as follows:

                  "(h) Restricted Payments permitted by Section 6.10(a)(iii),
(v) or (vi)."

        SECTION 7. AMENDMENT TO SECTION 6.06(i). Section 6.06(i) of the Term
Loan Agreement is hereby amended in its entirety to read as follows:

                  "(i) acquisitions of Equity Interests or assets for
         consideration with a value not greater than $50,000,000 during any
         fiscal year; PROVIDED that after June 30, 2004, any acquisition of
         Equity Interests or assets may be completed without regard to such
         limitation so long as (i) no Default shall have occurred and be
         continuing at the time of such acquisition, (ii) the Company shall have
         delivered to the Agents a certificate of a Financial Officer
         demonstrating pro forma compliance with the covenant set forth in
         Section 6.13 and (iii) the Company shall have Ratings of at least BBB-
         and Baa3, in each case with stable outlook; and"

        SECTION 8. AMENDMENT TO SECTION 6.08(c). Section 6.08(c) of the Term
Loan Agreement is hereby amended in its entirety to read as follows:

                  "(c) provisions limiting loans, advances, guarantees or other
         investments or Restricted Payments by Subsidiaries that are not more
         restrictive than the provisions related to loans, advances, guarantees
         or other investments or Restricted Payments by Subsidiaries set forth
         in Section 6.06 or Section 6.10(a)."

        SECTION 9. AMENDMENT TO SECTION 6.10(a). Section 6.10(a) of the Term
Loan Agreement is hereby amended in its entirety to read as follows:

                  "(a) The Company will not, nor will it permit any Subsidiary
         to, declare or make, or agree to pay or make, directly or indirectly,
         any Restricted Payment, or incur any obligation (contingent or
         otherwise) to do so, except (i) the Company may declare and pay
         dividends with respect to its capital stock payable solely in Equity
         Interests, (ii) Subsidiaries may declare and pay dividends ratably with
         respect to their capital stock, (iii) the Company may make payments to
         holders of

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                                                                               5

         not more than $5,000,000 in stated value of preferred stock
         of the Company that are required to be made as a result of the exercise
         of appraisal rights to which they may be entitled in connection with
         the Recapitalization, (iv) the Company or its Subsidiaries may make
         Restricted Payments, not exceeding $5,000,000 during any fiscal year,
         pursuant to and in accordance with stock option plans or other benefit
         plans for management or employees of the Company and its Subsidiaries,
         (v) the Company may carry out the Class B Repurchase and the
         Recapitalization; PROVIDED that such transactions are completed on or
         prior to December 31, 2002 and (vi) the Company may pay cash dividends
         and repurchase stock and make other Restricted Payments during any
         fiscal year in an aggregate amount not exceeding $50,000,000; PROVIDED
         that for any fiscal year during which the Company shall pay cash
         dividends, repurchase stock and make other Restricted Payments in an
         aggregate amount greater than $25,000,000, the Company shall make
         prepayments of Borrowings pursuant to Section 2.12(g) in an aggregate
         amount equal to (I) the aggregate amount paid during such fiscal year
         in respect of cash dividends, stock repurchases and other Restricted
         Payments minus (II) the aggregate amount of all prepayments of
         Borrowings made pursuant to Section 2.12(a) during such fiscal year;
         PROVIDED further that so long as (x) no Default shall have occurred and
         be continuing, (y) the Company shall demonstrate pro forma compliance
         with the covenant set forth in Section 6.13 and (z) the Company shall
         have Ratings of at least BBB- and Baa3, in each case with stable
         outlook, the second proviso above shall not apply, and the Company may
         pay cash dividends and repurchase stock and make other Restricted
         Payments during any fiscal year in an aggregate amount equal to Excess
         Cash Flow for the prior year.

        SECTION 10. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.  The Company, as
to itself and each of its Subsidiaries, hereby represents and warrants to and
agrees with each Lender and the Administrative Agent that:

(a)      The representations and warranties set forth in Article IV of the Term
         Loan Agreement, as amended hereby, are true and correct in all material
         respects on and as of the Amendment Effective Date (as defined below),
         and after giving effect to this Amendment, with the same effect as if
         made on and as of such date, except to the extent such representations
         and warranties expressly relate to an earlier date; and

(b)      This Amendment has been duly authorized, executed and delivered by the
         Company. Each of this Amendment and the Term Loan Agreement as amended
         hereby constitutes a legal, valid and binding obligation of the Company
         and each Borrowing Subsidiary, enforceable against the Company and each
         Borrowing Subsidiary in accordance with its terms, except as
         enforceability may be limited by (i) any applicable bankruptcy,
         insolvency, reorganization, moratorium or similar laws affecting the
         enforcement of creditors' rights generally and (ii) general principles
         of equity.

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(b)      As of the Amendment Effective Date (as defined below), after giving
         effect to this Amendment, no Default has occurred and is continuing.

        SECTION 11. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective as of the date that the following conditions are satisfied (the
"AMENDMENT EFFECTIVE DATE"):

(a)      The Administrative Agent shall have received duly executed counterparts
         hereof which, when taken together, bear the authorized signatures of
         the Company, the Borrowing Subsidiaries and the Required Lenders;

(b)      The Administrative Agent shall have received the Amendment Fees payable
         to the Lenders under Section 12 hereof.

(c)      The Borrower shall have issued the 2004 Senior Notes.

(d)      To the extent invoiced, the Administrative Agent shall have been
         reimbursed for all its reasonable out of pocket expenses, including the
         reasonable fees, charges and disbursements of its counsel, related to
         this Amendment or the Term Loan Agreement.

        SECTION 12. AMENDMENT FEE. The Company agrees to pay to the
Administrative Agent, for the account of each Lender that shall have executed
and delivered a copy of this Amendment to the Administrative Agent (or its
counsel) on or prior to 1:00 p.m., New York City time on February 20, 2004, an
amendment fee (collectively, the "AMENDMENT FEES") equal to 0.05% of such
Lender's outstanding Loans as of the Amendment Effective Date. The Amendment
Fees will be payable in immediately available funds on the Amendment Effective
Date; PROVIDED that the Company shall have no liability for the Amendment Fees
if this Amendment shall not have been executed and delivered by the Required
Lenders.

        SECTION 13. TERM LOAN AGREEMENT. Except as specifically stated herein,
the Term Loan Agreement shall continue in full force and effect in accordance
with the provisions thereof. As used therein, the terms "Agreement", "herein",
"hereunder", "hereto", "hereof" and words of similar import shall, unless the
context otherwise requires, refer to the Term Loan Agreement as modified hereby.

        SECTION 14. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

        SECTION 15. COUNTERPARTS. This Amendment may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original but all of which, when taken together, shall constitute a
single instrument. Delivery of an executed counterpart of a signature page of
this Amendment by telecopy shall be effective as delivery of a manually executed
counterpart hereof.

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        SECTION 16. EXPENSES. The Company agrees to (a) pay all fees separately
agreed to between the Company and the Administrative Agent relating to this
Amendment and (b) reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP,
counsel for the Administrative Agent.



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                                                                               8

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

                           THE READER'S DIGEST ASSOCIATION, INC.,
                           by:


                           -----------------------------------------------------
                           Name:
                           Title:

                           BOOKS ARE FUN, LTD.,
                           by:


                           -----------------------------------------------------
                           Name:
                           Title:

                           QSP, INC.,
                           by:


                           -----------------------------------------------------
                           Name:
                           Title:

                           REIMAN MEDIA GROUP, INC.,
                           by:


                           -----------------------------------------------------
                           Name:
                           Title:



                           JPMORGAN CHASE BANK, individually and as
                           Administrative Agent and Collateral Agent,
                           by:


                           -----------------------------------------------------
                           Name:
                           Title:


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                      To approve the Third Amendment to the Term Loan Agreement:


                          Name of Institution:
                                              ---------------------------------

                          by:


                          ----------------------------------------------------
                          Name:
                          Title: