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                                                                  Exhibit 10(jj)
 
                            SECOND 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 (attached hereto as Exhibit A and incorporated herein by reference)
is hereby amended, effective March 1, 1997, as follows:

         1.      The words "or (c)" shall be inserted after the words
         "subsection (b)" in sentence two of Section 3.1(a).

         2.      The following subsection (c) shall be added to Section 3.1:

                 "(c) Beginning March 1, 1997, a Full-Time Employee of the
         Company who has attained age twenty-one (21) and has completed thirty
         (30) days of Participation Service shall become a Participant on the
         first day of the month coincident with or following the later of (1)
         the date on which the Full-Time Employee attained age twenty-one and
         (2) the date on which the Full-Time Employee was hired by the Company,
         provided that the Employee remains in the employ of the Company as a
         Full-Time Employee on such first day of such month.  For purposes of
         this Section 3.1, a Full-Time Employee is an Employee that is treated
         by the Company as working for the Company at least 40 hours per week."

         3.      The following sentence shall be added as the fourth sentence of
         Section 4.2:

                 "Effective March 1, 1997, the reduction in Compensation per
         payroll period cannot exceed fifteen percent (15%)."

         4.      The second sentence of Section 4.2(f) shall be amended to read
         as follows:

                 "In the event the Plan shall fail in the Committee's reasonable
         judgment to meet the nondiscrimination tests for 401(k) Contributions
         of Section 401(k) of the Code for any Plan Year, the Committee may,
         during the 2 1/2 month period following the close of the Plan Year,
         return all or any portion of such salary reduction amounts (including
         income allocable thereto for the Plan Year) to the Highly Compensated
         Employees, in accordance with the nondiscrimination test and corrective
         provisions of Section 401(k) and the regulations promulgated
         thereunder, as amended from time to time, including but not limited to
         Treasury Regulations Sections 1.401(k)-1(g)(1)(ii), 1.401.(k)-1(f)(2),
         1.401(k)-1(f)(5)(i) and 1.401(k)-1(f)(5)(ii); provided, however, that
         any such excess contributions shall be distributed first from 401(k)
         Contributions in excess of 6% of the Participant's Compensation."
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         5.      The fourth sentence of Section 4.4 shall be amended to read as
         follows:

                 "Such contribution shall be made to Participant's Matching
         Contribution Account and shall be allocated as a percentage of the
         total amount of the Participant defers for such period from the prior
         Valuation Date to the current Valuation Date that does not exceed 6% of
         the Participant's Compensation for the same such period; provided,
         however, that the Matching Contribution allocated to any Participant
         that reduces his or her Compensation in accordance with Section 4.2 in
         the maximum amount permitted by law during any Plan Year shall be
         determined in accordance with 6% of the Participant's Compensation for
         such Plan Year regardless of the percentage of Compensation deferred by
         such Participant under Section 4.2."

         6.      The vesting schedule contained in Section 7.2(c) shall be
         amended to read as follows:

                    "Years of
                 Vesting Service                 Vesting Percentage
                 ---------------                 ------------------

                 Less than 3                              0%
                 3 but less than 4                       50%
                 4 but less than 5                       75%
                 5 or more                              100%

         ; provided, however, that a Participant who has 2 but less than 3 years
         of Vesting Service on March 1, 1997 shall retain a 10% vesting
         percentage in his or her Matching Contribution Account until such time
         as Participant has 3 years of Vesting Service, at which time such
         Participant's Vesting Service shall be determined in accordance with
         the vesting schedule contained in this Section 7.2(c), as amended."

         7.      The first sentence of Section 9.1(a) shall be amended to read
         as follows:

                 "The Company may establish separate investment funds (including
         a Company stock fund) in which the assets of the Trust will be held."

         IN WITNESS WHEREOF, Information Resources, Inc. has caused this
Amendment to executed by its officer hereto duly authorized this ____ Day of
February, 1997.


                                       INFORMATION RESOURCES, INC.
                                       A Delaware corporation



                                       By:  ______________________

                                       Its: ______________________




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