Exhibit 10.32

                                                               EXECUTION VERSION


                                    SECOND AMENDMENT, dated as of January 27,
                           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 enter into a sale and partial leaseback transaction of its
Westchester County, New York headquarters and has requested that the Required
Lenders amend certain provisions of the Term Loan Agreement in connection with
such sale and leaseback transaction 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 adding in its proper alphabetical order the
following definition:

                  "HEADQUARTERS SALE AND LEASEBACK" means a sale and leaseback
         transaction consisting of the sale of the Company's headquarters
         located in the town of New Castle and having a mailing address at
         Reader's Digest Road, Pleasantville, NY 10570, for Net Proceeds of not
         less than $35,000,000, which Net Proceeds shall be used to repay
         amounts outstanding under the Term Loan Agreement as required pursuant
         to Section 2.12(b) thereof, and the partial leaseback of such
         headquarters by the Company.

        SECTION 3. AMENDMENT TO SECTION 6.01(a)(ix). Section 6.01(a)(ix) of the
Term Loan Agreement is hereby amended in its entirety to read as follows:

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                  "(a)(ix) other Debt that, when aggregated with the aggregate
         outstanding Debt of the Company secured by Liens permitted pursuant to
         Section 6.02(o) and the aggregate sale price of the assets sold in sale
         and leaseback transactions permitted pursuant to Section 6.03(b), shall
         at no time exceed 5.0% of Consolidated Assets."

        SECTION 4. AMENDMENTS TO SECTION 6.02(o). Section 6.02(o) of the Term
Loan Agreement is hereby amended in its entirety to read as follows:

                  "(o) other Liens securing Debt that, when aggregated with the
         Debt of Subsidiaries permitted under Section 6.01(a)(ix) and the
         aggregate sale price of the assets sold in sale and leaseback
         transactions permitted under Section 6.03(b), does not exceed 5.0% of
         Consolidated Assets at any time."

        SECTION 5. AMENDMENT TO SECTION 6.03. Section 6.03 of the Term Loan
Agreement is hereby amended in its entirety to read as follows:

                  "SALE AND LEASEBACK TRANSACTIONS. The Company will not, and
         will not permit any Subsidiary to, enter into any arrangement, directly
         or indirectly, with any Person whereby it shall sell or transfer any
         property, real or personal, used or useful in its business, whether now
         owned or hereafter acquired, and thereafter rent or lease property
         which it intends to use for substantially the same purpose or purposes
         as the property being sold or transferred; PROVIDED, HOWEVER, that,
         notwithstanding the above, (a) the Company may consummate the
         Headquarters Sale and Leaseback and (b) the Company or any Subsidiary
         may engage in any other sale and leaseback transactions if the
         aggregate sale price of the assets sold in such other transactions,
         when aggregated with the Debt of Subsidiaries permitted under Section
         6.01(a)(ix) and the Debt secured by Liens permitted pursuant to Section
         6.02(o), does not exceed 5.0% of Consolidated Assets at any time."

        SECTION 6. AMENDMENT TO SECTION 6.05(d). Section 6.05(d) of the Term
Loan Agreement is hereby amended in its entirety to read as follows:

                  "(d) (i) the sale of the Company's headquarters in connection
         with the Headquarters Sale and Leaseback and (ii) sales, transfers and
         dispositions of other assets for consideration not greater than
         $5,000,000 for any such transaction or series of related transactions;"

        SECTION 7. CONSENT TO HEADQUARTERS SALE AND LEASEBACK TRANSACTION;
AUTHORIZATION TO RELEASE MORTGAGE. Each of the Lenders hereby consents to the
Headquarters Sale and Leaseback and hereby authorizes the Collateral Agent,
pursuant to Section 3.04 of the Mortgage encumbering the Company's headquarters,
to execute and deliver any documents and take all actions reasonably requested
by the Company to release such Mortgage.

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                                                                              3

        SECTION 8. 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.

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

        SECTION 9. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective as of the date first above written (the "AMENDMENT EFFECTIVE DATE")
upon satisfaction of the following conditions:

(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; and

(b)      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 10. 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 11. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

        SECTION 12. 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


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                                                                               4

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.

        SECTION 13. 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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                                                                               5

                  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:


<PAGE>




                     To approve the Second Amendment to the Term Loan Agreement:


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

                     by:

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