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                                                                  Exhibit 10(ii)
 
                             FIRST AMENDMENT TO THE
                          INFORMATION RESOURCES, INC.
              AMENDED AND RESTATED 401(K) RETIREMENT SAVINGS PLAN


         The Information Resources, Inc. Amended and Restated 401(k) Retirement
Savings Plan is hereby amended, effective July 1, 1996, as follows:

         1.      Section 4.2(b) (Salary Reduction Agreement) shall be
         amended to read as follows:

         Salary Reduction Agreements, or any changes thereto, shall be effective
         as of the first day of any calendar year month, provided the
         Participant submits an appropriate executed authorization and notice to
         the Company prior to such calendar year month, on a form or in the
         manner prescribed by the Plan Administrator.  The Plan Administrator
         may establish additional rules regarding the timing and frequency of a
         change in the amount of salary reductions, provided such policy is
         applied uniformly to all Participants.

         2.      Section 4.7 of the Plan (Withdrawals) shall be amended
         to read as follows:

         A Participant may elect in writing (or in such other form as may be
         permitted from time to time by the Plan Administrator) to withdraw any
         amount (but not less than $500) from his 401(k) Account or Rollover
         Contribution Account at any time subject to the following conditions:

         (a)     The distribution of a Participant's 401(k) Account or Rollover
                 Contribution Account shall not commence prior to his death,
                 Disability, attainment of age 59-1/2, or termination of
                 employment, except upon his demonstration of financial
                 hardship.  A distribution based upon financial hardship may be
                 made only if the Participant has an immediate and heavy
                 financial need, and cannot exceed the amount required to
                 satisfy such financial need, which may not be satisfied from
                 other resources reasonably available to the Participant.  A
                 Participant shall be deemed to have an immediate and heavy
                 financial need if the distribution is on account of:

                 (1)      Medical expenses described in Code Section 213(d)
                          incurred by the Participant, the Participant's spouse
                          or any of the Participant's dependents (as defined in
                          Code Section 152);

                 (2)      The purchase (excluding mortgage payments) of a
                          principal residence of the Participant;

                 (3)      Payment of tuition and related educational fees for
                          the next twelve (12) months of post- secondary
                          education for the Participant, his spouse, children or
                          dependents;
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                 (4)      The need to prevent the eviction of the Participant
                          from his principal residence or foreclosure on the
                          mortgage of the Participant's principal residence; or

                 (5)      Any other emergency that the Plan Administrator,
                          pursuant to a uniform and nondiscriminatory policy and
                          in accordance with guidelines issued by the Internal
                          Revenue Service, deems a bona fide financial
                          emergency.

         (b)     A distribution shall be considered necessary to satisfy an
                 immediate and heavy financial need if:

                 (1)      The distribution is not in excess of the amount of the
                          immediate and heavy financial need of the Participant;

                 (2)      The Participant has obtained all distributions, other
                          than hardship distributions, and all nontaxable loans
                          currently available under all plans maintained by the
                          Company; and

                 (3)      The Participant does not make elective deferrals or
                          employee contributions under any plan maintained by
                          the Company for a twelve (12) month period following
                          the date of receipt of the hardship distribution, nor
                          does he make elective deferrals under any plan
                          maintained by the Company for the taxable year
                          immediately following the taxable year of the hardship
                          distribution in excess of the limitation imposed by
                          Section 402(g) of the Code for such next taxable year,
                          less the amount of such Participant's elective
                          deferrals for the taxable year of the hardship
                          distribution.

         (c)     The Participant must request a hardship withdrawal in writing
                 on a form provided by the Plan Administrator, or in such other
                 form or manner as the Plan Administrator may from time to time
                 determine.  The Plan Administrator shall specify any supporting
                 data required and shall follow a uniform, nondiscriminatory
                 policy in determining the eligibility for, and timing of,
                 hardship withdrawals.

         (d)     A Participant shall be entitled to a hardship withdrawal
                 pursuant to this Section 4.7 from that portion of his 401(k)
                 Account that represents his 401(k) Contributions, but not on
                 that portion that represents any earnings credited on such
                 account.

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         3.      Section 7.2 of the Plan shall be amended to add the
         following Paragraph (d):

         (d)     Effective July 1, 1996, for purposes of determining a
                 Participant's vested interest in accordance with this Paragraph
                 7.2, the Plan shall apply the "elapsed time" method of
                 crediting Vesting Service, based upon the Participant's date of
                 hire and as such method is described in Department of Labor
                 Regulations Section 2530.200b-9.  In accordance therewith, all
                 Participants shall thereupon receive vested credit in a manner
                 that is consistent with Paragraph (f) of Department of Labor
                 Regulations Section 2530.200b-9; provided that, a Participant
                 shall be credited with no fewer years of Vesting Service as of
                 July 1, 1996 than he had been credited with under the Plan as
                 of June 30, 1996.

         4.      Article IX (Investment Discretion) shall be amended to read as
         follows:

                       ARTICLE IX - INVESTMENT DISCRETION
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         9.1  DIRECTED INVESTMENT ACCOUNTS

                 (a)      The Company may establish separate investment funds in
                          which the assets of the Trust will be held.  Upon such
                          establishment, the Trustee shall, if the Plan
                          Administrator so directs, and in accordance with the
                          Trust Agreement, permit the Participants to direct the
                          Trustee as to the investment of all or a portion of
                          their Accrued Benefit.  If such authorization is given
                          by the Plan Administrator, Participants may, subject
                          to a procedure established and applied in a uniform
                          and nondiscri- minatory manner, direct the Trustee to
                          invest their Accrued Benefit in a specific investment
                          fund or funds.  To the extent so directed, and as
                          permitted by law, the Trustee and the Plan
                          Administrator shall be relieved of their fiduciary
                          responsibilities under Section 404 of ERISA.  That
                          portion of the accounts of any Participant so directed
                          will thereupon be considered a "Directed Investment
                          Account," which shall not share in Trust Fund earnings
                          nor be taken into consideration for purposes of
                          Section 6.1.  In lieu thereof, the Trustee shall,
                          following the end of each Valuation Date, value all
                          assets of the Trust Fund, allocate net gains or
                          losses, and process additions to and withdrawals from
                          Participants' accounts in the following manner:

                          (1)     The Trustee shall first compute the fair
                                  market value of securities and/or the other
                                  assets comprising each investment fund.  Each
                                  account shall be adjusted each business day by
                                  applying the closing market price of the
                                  investment fund on the current business day to

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                                  the share/unit balance of the investment fund
                                  as of the close of business on the current
                                  business day.

                          (2)     The Trustee then shall account for any
                                  requests of additions or withdrawals made to
                                  or from a specific designated investment fund
                                  by any Participant, including allocations of
                                  contributions.  In completing the valuation
                                  procedure described above, such adjustments in
                                  the amounts credited to such accounts shall be
                                  made on the business day to which the
                                  investment activity relates. Contributions
                                  received by the Trustee pursuant to the Plan
                                  shall not be taken into account until the
                                  Valuation Date coinciding with or next
                                  following the date such contribution was both
                                  actually paid to the Trustee and allocated
                                  among the accounts of the Participants.

                          (3)     Notwithstanding paragraphs 1 and 2 above, if a
                                  pooled investment fund is created as a
                                  designated fund for Participants, valuation of
                                  the pooled investment fund and allocation of
                                  earnings of the pooled investment fund shall
                                  be governed by any agreement of such pooled
                                  investment fund.  The provisions of any
                                  agreement shall be incorporated by reference
                                  in this Section 9.1.

                          It is intended that this Section 9.1 operate to
                          distribute among each Participant all income of the
                          Trust Fund and changes in the value of the assets of
                          the Trust Fund.

                 (b)      A separate Directed Investment Account shall be
                          established for each Participant who has directed an
                          investment.  Transfers between a Participant's regular
                          account, if any, and his Directed Investment Account
                          shall be charged and credited as the case may be to
                          each account.

                 (c)      All investments, including that of any common stock,
                          shall be held in the name of the Trustee or one or
                          more of its nominees as provided in the Trust
                          Agreement.

                 (d)      Each Participant shall file an investment election
                          with, and on a form or in the manner provided by, the
                          Plan Administrator at the time he becomes a
                          Participant in the Plan.  A Participant may change his
                          investment fund elections regarding existing accounts
                          and future contributions pursuant to procedures
                          established by the Plan Administrator, which may
                          include daily trading via the Trustee's telephonic
                          toll-free system.  A Participant also may transfer
                          amounts attributable to prior contributions among the
                          investment funds pursuant to such procedures.  All
                          investments and changes must be

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                          made in multiples of one percent (1%), or, for
                          purposes of transfers only, in multiples of one dollar
                          ($1.00) (with minimum transfers to be equal to the
                          lesser of $250 or 100% of a fund account).  Elections
                          shall become effective as soon as practicable after
                          receipt by the Plan Administrator, subject to such
                          limitations and restrictions as the Plan Administrator
                          may, from time to time, establish.

                 (e)      If no election form has been executed by the
                          Participant for his Directed Investment Account, his
                          entire Accrued Benefit shall be invested by the
                          Trustee pursuant to the Trust Agreement.

         5.      Article XIII of the Plan (Trust Provisions) shall be deleted in
         its entirety, and all corresponding references in the Plan to Article
         XIII shall be similarly deleted, and the Information Resources, Inc.
         401(k) Retirement Savings Plan Trust Agreement, which is attached
         hereto, shall be established as a separate Trust Agreement by and
         between Fidelity Management Trust Company and Information Resources,
         Inc.

         6.      Article XV (Loans to Participants) shall be amended to
         read as follows:

         15.1    LOANS TO PARTICIPANTS

                 Upon application by an Employee who is a Participant or any
                 other party-in-interest, as defined in Section 3(14) of ERISA,
                 the Trustee may lend such Employee or other party-in- interest
                 an amount such that the aggregate of all of his outstanding
                 loans under this Plan and all other plans maintained by the
                 Company does not exceed the lesser of: (1) fifty thousand
                 dollars ($50,000) (reduced by the excess, if any, of (A) the
                 highest outstanding balance of loans from the Plan and all
                 other plans maintained by the Company during the one (1) year
                 period ending on the day before the date on which such loan is
                 made over (B) the outstanding balance of loans from the Plan
                 and all other plans maintained by the Company on the date on
                 which such loan is made); or (2) an amount which does not
                 exceed one-half (1/2) of the vested interest of his Accrued
                 Benefit, if any, under the Plan as of the date on which the
                 loan is approved.  All loans shall follow a uniform,
                 nondiscriminatory policy. Loans shall not be made available to
                 Highly Compensated Employees in an amount greater than the
                 amount made available to other Employees.

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                 In addition to such rules and regulations as the Plan
                 Administrator may adopt, all loans shall comply with the
                 following terms and conditions:

                 (a)      An application for a loan by an Employee or other
                          party-in-interest shall be made in writing to the Plan
                          Administrator, whose action thereon shall be final.
                          The Plan Administrator shall specify the form of the
                          application and any supporting data required.

                 (b)      The period of repayment for any loan shall be five (5)
                          years, unless the loan is used to acquire a dwelling
                          unit which within a reasonable time shall be used as
                          the principal residence of the Employee or other
                          party-in-interest, in which case the period of
                          repayment shall be determined by the Plan
                          Administrator but shall not be greater than twenty
                          (20) years.   Loans shall be repayable in
                          substantially equal amortized installments of both
                          principal and interest payable not less frequently
                          than quarterly.  Loans to Employees shall be repaid
                          through automatic payroll deduction, and for
                          parties-in-interest who are  not Employees, on such
                          other terms and conditions as the Plan Administrator
                          deems appropriate.  To the extent that such loan is
                          unpaid at the time a distribution of such
                          Participant's Accrued Benefit becomes payable, such
                          unpaid amount shall be deducted from the amount
                          otherwise payable from his Accrued Benefit.  Any loan
                          described in this Section 15.1 shall be considered an
                          investment of the account from which it was borrowed.
                          Such account shall not share in the allocation of
                          earnings under the Plan to the extent of such loan.

                 (c)      Each loan shall bear interest at a rate which is the
                          rate being charged by the area banking businesses for
                          similar well-secured loans.

                 (d)      Each loan shall be supported by collateral equal to no
                          more than fifty percent (50%) of the Employee's or
                          other party-in-interest's entire vested interest in
                          the Trust.  A loan also shall be supported by the
                          Employee's or other party-in-interest's promissory
                          note for the amount of the loan, including interest,
                          payable to the order of the Trustee.  The promissory
                          note shall require that the unpaid principal and
                          interest will become due and payable if a loan payment
                          is not made by the last day of the calendar year
                          quarter following the calendar year quarter in which
                          the installment was due and owing.  In the event of
                          default, foreclosure on the note and attachment of
                          security will not occur until a distributable event
                          occurs in the Plan.

                 (e)      Each loan shall be in an amount not less than one
                          thousand dollars ($1,000.00) and shall be made in
                          increments of not less than ten dollars ($10.00).  No
                          more than one (1) loan may be outstanding at any one
                          time.

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                 (f)      Each loan shall be for a period of not less than six
                          (6) months.

         IN WITNESS WHEREOF, Information Resources, Inc. has caused this
Amendment to be executed by its officer hereto duly authorized this ____ day of
May, 1996.

                                       INFORMATION RESOURCES, INC.,
                                       a Delaware corporation


                                       By:______________________________
                                       Its:_____________________________




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