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                                                                   Exhibit 10.23


                        K-III COMMUNICATIONS CORPORATION

                     DIRECTORS' DEFERRED COMPENSATION PLAN
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                        K-III COMMUNICATIONS CORPORATION

                      DIRECTORS' DEFERRED COMPENSATION PLAN


                                Table of Contents


ARTICLE I     Definitions ...........................................      1

ARTICLE II    Election to Defer .....................................      1

ARTICLE III   Deferred Compensation Accounts ........................      2

ARTICLE IV    Payment of Deferred Compensation ......................      3

ARTICLE V     Administration ........................................      4

ARTICLE VI    Amendment of Plan .....................................      4
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                                    ARTICLE I

                                   DEFINITIONS


1.1   "Board" shall mean the Board of Directors of K-III Communications
      Corporation.

1.2   "Director" shall mean a member of the Board of Directors of the Company
      who is not an employee of the Company or any of its subsidiaries.

1.3   "Plan" shall mean this Deferred Compensation Plan for Directors as it may
      be amended from time to time.

1.4   "Fees" shall mean amounts earned for serving as a member of the Board,
      including any committees of the Board.

1.5   "Year" shall mean calendar year.

1.6   "Cash Account" shall mean the account created by the Company pursuant to
      Article III of this Plan in accordance with an election by a Director to
      receive deferred cash compensation under Article II hereof.

1.7   "Common Stock" shall mean the Common Stock of the Company.

1.8   "Company" means K-III Communications Corporation.

1.9   "Stock Account" shall mean the account created by the Company pursuant to
      Article III of this Plan in accordance with an election by a Director to
      receive stock compensation under Article II hereof.

1.10  "He", "Him" or "His" shall apply equally to male and female members of the
      Board.

                                   ARTICLE II

                                ELECTION TO DEFER

2.1   A Director may elect, on or before December 31 of any Year, to defer
      payment of all or a specified part of all Fees earned during the Year
      following such election and succeeding Years (until the Director ceases to
      be a Director). Any person who shall become a Director during any Year,
      and who was not a Director of the Company on the preceding December 31,
      may elect, before the Director's term begins, to defer payment of all or a
      specified part of such Fees earned during the remainder of such Year and
      for succeeding Years. Any Fees deferred pursuant to this Paragraph shall
      be paid to the Director at the time(s)
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      and in the manner specified in Article IV hereof, in the form of cash or
      Common Stock, or any combination thereof, as designated by the Director.

2.2   The election to participate in the plan and manner of payment shall be
      designated by submitting a letter in the form attached hereto as Appendix
      A to the Secretary of the Company.

2.3   The election shall continue from Year to Year unless the Director
      terminates it by written request delivered to the Secretary of the Company
      prior to the commencement of the Year for which the termination is first
      effective.

                                   ARTICLE III

                         DEFERRED COMPENSATION ACCOUNTS

3.1   The Company shall maintain separate memorandum accounts for the Fees
      deferred by each Director.

3.2   The Company shall credit, on the date Fees become payable, to the Cash
      Account of each Director the deferred portion of any Fees due the Director
      as to which an election to receive cash has been made. Fees deferred in
      the form of cash (and interest thereon) shall be held in the general funds
      of the Company.

3.3   On the first day of each quarter, the Company shall credit the Cash
      Account of each Director with interest calculated on the basis of the
      balance in such account on the first day of each month of the preceding
      quarter at the Company's average borrowing rate as in effect from time to
      time.

3.4   The Company shall credit, on the date Fees become payable, the Stock
      Account of each Director with the number of shares of Common Stock which
      is equal to the deferred portion of any Fee due the Director as to which
      an election to receive the Company Common Stock has been made, divided by
      the Stock Value on the date such fees would otherwise have been paid.
      "Stock Value" shall mean the closing price of the Company's Common Stock
      as reported on the New York Stock Exchange Inc. ("NYSE") - Composite Tape
      on the date otherwise have been paid (the "Stock Value" in question). If
      the closing price is not available from the NYSE for the Common Stock on a
      date in question, then the next preceding practicable date for which such
      closing price is available shall be used.

3.5   The Company shall credit the Stock Account of each Director who has
      elected to receive deferred compensation in the form of Common Stock with
      the number shares of Common Stock equal to any cash dividends (or the fair
      market value of dividends paid in property other than dividends payable in
      Common Stock) payable on the number of shares of Common Stock represented
      in each
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      Director's Stock Account divided by the Stock Value on the dividend
      payment date. Dividends payable in Common Stock will be credited to each
      Director's Stock Account in the form of the right to receive Common Stock.
      If adjustments are made to the outstanding shares of Common Stock as a
      result of split-ups, recapitalizations, mergers, consolidations and the
      like, an appropriate adjustment also will be made in the number of Shares
      of Common Stock credited to the Director's Stock Account.

3.6   Common Stock shall be computed to three decimal places.

3.7   The right to receive Common Stock at a later date shall not entitle any
      person to rights of a stockholder with respect to such Common Stock unless
      and until shares of Common Stock have been issued to such person pursuant
      to Article IV hereof.

3.8   The Company shall not be required to acquire, reserve, segregate, or
      otherwise set aside shares of its Common Stock for the payment of its
      obligations under the Plan, but shall make available as and when required
      a sufficient number of shares of its Common Stock to meet the needs of the
      Plan.

3.9   Nothing contained herein shall be deemed to create a trust of any kind or
      any fiduciary relationship. To the extent that any person acquires a right
      to receive payments from the Company under the Plan such right shall be
      no greater than the right of any unsecured general creditor of the
      Company.

                                   ARTICLE IV

                        PAYMENT OF DEFERRED COMPENSATION

4.1   Subject to the second succeeding sentence, amounts contained in a
      Director's Cash Account and/or Stock Account shall be distributed as the
      Director's election (made pursuant to Paragraph 2.2 of Article II hereof)
      shall provide. Distributions shall begin with the first day of the Year
      following the Director's retirement or separation from the Board. Amounts
      credited to a Director's Cash Account shall be paid in cash. Amounts
      credited to a Director's Stock Account shall be paid, in the Company's
      sole discretion, in the form of Common Stock or cash (determined by
      multiplying the number of full shares in the Director's Stock Account by
      the then Stock Value). A cash payment shall made with any final
      installment for any fractions of a share of Common Stock remaining in the
      Director's Stock Account. Such fractional share will be valued at the
      Stock Value on the date of settlement. Any such shares will contain those
      restrictive legends limiting their transferability as the Company's
      counsel shall advise.

4.2   Each Director shall have the right to designate a beneficiary who is to
      succeed to his right to receive payments hereunder in the event of death.
      Any designated
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      beneficiary shall receive payments in the same manner as the Director if
      he had lived. In case of a failure of designation or the death of a
      designated beneficiary without a designated successor, the balance of the
      amounts contained in the Director's Cash Account and/or Stock Account
      shall be payable in accordance with Section 4.1 to the Director's or
      former Director's estate in full on the first day of the Year following
      the Year in which he dies. No designation of beneficiary or change in
      beneficiary shall be valid unless in writing signed by the Director and
      filed with the Secretary of the Company.

                                    ARTICLE V

                                 ADMINISTRATION

5.1   The Company shall administer the Plan at its expense. All decisions made
      by the Company with respect to issues hereunder shall be final and binding
      on all parties.

5.2   Except to the extent required by law, the right of any Director or any
      beneficiary to any benefit or to any payment hereunder shall not be
      subject in any manner to attachment or other legal process for the debts
      of such Director or beneficiary, and any such benefit or payment shall not
      be subject to alienation, sale, transfer, assignment or encumbrance.

                                   ARTICLE VI

                                AMENDMENT OF PLAN

6.1   The Plan may be amended, suspended or terminated in whole or in part from
      time to time by the Board except that no amendment, suspension, or
      termination shall apply to the payment to any Director or beneficiary of a
      deceased Director of any amounts previously credited to a Director's Cash
      Account or Stock Account.
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                                   APPENDIX A

                                                              Date______________

__________________________
Corporate Secretary
K-III Communications Corporation
__________________________
_____________________, __________ _____

Dear Mr. ________________:

            Pursuant to the K-III Communications Corporation Directors' Deferred
Compensation Plan, as amended to date (the "Plan"), I hereby elect to defer
receipt of all or a portion of my Director's fees commencing January 1, 199_ and
for succeeding calendar years in accordance with the percentages indicated
below.

            I elect to have my Director's fees (and committee fees, if any)
credited as follows (fill in appropriate percentages for options a, b and c,
below):

            (a)   ________% of the aggregate Director's fees shall be credited
                  to my Cash Account as defined in the Plan;

            (b)   ________% of the aggregate Director's fees shall be credited
                  to my Stock Account as defined in the Plan;

            (c)   ________% of the aggregate Director's fees shall not be
                  deferred, but shall be paid to me directly as they accrue.

            Further, I elect to receive the payments pursuant to the Plan (check
method desired, below):

            _______ in one lump sum

            ________ in _______ equal annual installments

            Further, I understand that my Cash Account and Stock Account shal1
become payable on the first day of January or as soon thereafter as is
practicable following my retirement or separation from the Board.

            In the event of my death prior to receipt of all or any balance of
such fees and interest or dividends thereon so accumulated, I designate
_____________ as my beneficiary to receive the funds so accumulated.


                                       Very truly yours,