FORM 10-Q

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

         [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended September 30, 2002

                                  OR

        [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from _______ to _______

                   Commission file number: 1-10434


                THE READER'S DIGEST ASSOCIATION, INC.
        (Exact name of registrant as specified in its charter)


                      Delaware                       13-1726769


          (State or other jurisdiction of         (I.R.S. Employer
           incorporation or organization)       Identification No.)

              Pleasantville, New York                10570-7000


      (Address of principal executive offices)        (Zip Code)


                             (914) 238-1000

          (Registrant's telephone number, including area code)


   Indicate  by check mark  whether the  registrant  (1) has filed all
   reports  required  to be  filed  by  Section  13 or  15(d)  of  the
   Securities  Exchange Act of 1934 during the preceding 12 months (or
   for such shorter  period that the  registrant  was required to file
   such   reports),   and  (2)  has  been   subject  to  such   filing
   requirements for the past 90 days.  Yes [X] No [  ]

   As of October 31, 2002,  the following  shares of the  registrant's
   common stock were outstanding:

   Class A Nonvoting Common Stock, $0.01 par value: 88,296,559 shares
   Class B Voting Common Stock, $0.01 par value:12,432,164 shares

                                                   Page 1 of 25 pages.

<PAGE>



         THE READER'S DIGEST ASSOCIATION, INC. AND SUBSIDIARIES

                           Index to Form 10-Q

                           September 30, 2002


   Part I - Financial Information                                    Page No.

   Item 1. Financial Statements                                           3

   The Reader's Digest Association, Inc. and Subsidiaries
   Consolidated Condensed Financial Statements (unaudited):

      Consolidated Condensed Statements of Income
        for the three-month periods ended September 30, 2002 and 2001     3

      Consolidated Condensed Balance Sheets
        as of September 30, 2002  and June 30, 2002                       4

      Consolidated Condensed Statements of Cash Flows
        for the three-month periods ended September 30, 2002 and 2001     5

      Notes to Consolidated Condensed Financial Statements                6

   Item 2. Management's Discussion and Analysis
      of Financial Condition and Results of Operations                   14

   Item 4. Controls and Procedures                                       21

   Part II - Other Information

   Item 6. Exhibits and Reports on Form 8-K                              22



          The Reader's Digest Association, Inc. and Subsidiaries
               Consolidated Condensed Statements of Income
          Three-month periods ended September 30, 2002 and 2001
                  (In millions, except per share data)
                               (unaudited)





                                                      Three-month periods ended
                                                             September 30,
                                                          2002         2001


Revenues                                               $   517.1    $   497.5

Product, distribution and editorial expenses              (215.9)      (207.5)
Promotion, marketing and administrative expenses          (302.0)      (287.2)
Other operating items, net                                   2.8           --
                                                       ---------    ---------
  Operating profit                                           2.0          2.8

Other expense, net                                         (10.1)        (4.5)
                                                       ---------    ---------
  Loss before provision for income taxes                    (8.1)        (1.7)

Provision for income taxes                                   2.9          0.6
                                                       ---------    ---------
  Net loss                                             $    (5.2)   $    (1.1)
                                                       =========    =========


Basic and diluted loss per share:

  Weighted average common shares outstanding                99.8        101.9

  Basic and diluted loss per share                     $   (0.05)   $   (0.01)
                                                       =========    =========

Dividends per common share                             $    0.05    $    0.05
                                                       =========    =========



   See accompanying Notes to Consolidated Condensed Financial Statements.


<PAGE>


          The Reader's Digest Association, Inc. and Subsidiaries
                   Consolidated Condensed Balance Sheets
                As of September 30, 2002 and June 30, 2002
                               (In millions)
                                (unaudited)

                                                     September 30,   June 30,
                                                         2002          2002
  Assets

  Cash and cash equivalents                          $     56.0    $    107.6
  Accounts receivable, net                                334.2         306.0
  Inventories                                             208.7         156.0
  Prepaid and deferred promotion costs                    145.9         140.9
  Prepaid expenses and other current assets               162.1         153.2
                                                     ----------    ----------
Total current assets                                      906.9         863.7

Property, plant and equipment, net                        164.0         168.1
Goodwill                                                1,004.0       1,004.0
Other intangible assets, net                              237.5         240.6
Other noncurrent assets                                   419.8         426.3
                                                     ----------    ----------
Total assets                                         $  2,732.2    $  2,702.7
                                                     ==========    ==========

Liabilities and stockholders' equity

  Loans and notes payable                            $    179.7    $    132.7
  Accounts payable                                        125.5         102.8
  Accrued expenses                                        248.1         283.2
  Income taxes payable                                     17.6          28.4
  Unearned revenue                                        467.2         426.9
  Other current liabilities                                 6.8           6.8
                                                     ----------    ----------
Total current liabilities                               1,044.9         980.8

Long-term debt                                            810.0         818.0
Unearned revenues                                         132.3         134.8
Other noncurrent liabilities                              289.6         297.2
                                                     ----------    ----------
Total liabilities                                       2,276.8       2,230.8

  Capital stock                                            13.0          25.5
  Paid-in capital                                         218.3         224.6
  Retained earnings                                     1,250.8       1,261.2
  Accumulated other comprehensive loss                    (97.0)        (89.7)
  Treasury stock, at cost                                (929.7)       (949.7)
                                                     ----------    ----------
Total stockholders' equity                                455.4         471.9
                                                     ----------    ----------
Total liabilities and stockholders' equity           $  2,732.2    $  2,702.7
                                                     ==========    ==========


See accompanying Notes to Consolidated Condensed Financial Statements.


<PAGE>


          The Reader's Digest Association, Inc. and Subsidiaries
              Consolidated Condensed Statements of Cash Flows
           Three-month periods ended September 30, 2002 and 2001
                               (In millions)
                                (unaudited)

                                                      Three-month periods ended
                                                              September 30,
                                                            2002       2001
Cash flows from operating activities
  Net loss                                               $   (5.2)  $   (1.1)
  Depreciation and amortization                              16.0        8.2
  Net gain on the sales of a business, certain
   assets and certain investments                            (1.4)      (0.7)
  Changes in current assets and liabilities,
   net of effects of acquisitions and dispositions
   Accounts receivables, net                                (32.0)     (45.5)
   Inventories                                              (54.0)     (34.4)
   Unearned revenues                                         44.0       11.8
   Accounts payable and accrued expenses                     (9.2)      29.2
   Other, net                                               (27.0)     (36.9)
  Changes in noncurrent assets and liabilities, net
   of effects of acquisitions and dispositions               (7.1)     (21.0)
                                                         --------   --------
Net change in cash due to operating activities              (75.9)     (90.4)
                                                         --------   --------

Cash flows from investing activities
  Proceeds from maturities and sales of marketable
   securities and short-term investments                      1.5        0.1
  Purchases of marketable securities, licensing
   agreement and other investments                           (7.6)      (0.1)
  Proceeds from other long-term investments                    --        2.2
  Proceeds from sales of property, plant and equipment        0.1        0.1
  Capital expenditures                                       (3.6)      (6.2)
                                                         --------   --------
Net change in cash due to investing activities               (9.6)      (3.9)
                                                         --------   --------

Cash flows from financing activities
  Short-term borrowings, net                                 38.6      143.5
  Dividends paid                                             (5.3)      (5.5)
  Common stock repurchased                                     --      (28.7)
   Proceeds from employee stock purchase plan and
    exercise of stock options                                  --        0.5
  Other, net                                                  1.2        0.4
                                                         --------   --------
Net change in cash due to financing activities               34.5      110.2
                                                         --------   --------
Effect of exchange rate changes on cash                      (0.6)       0.9
                                                         --------   --------
Net change in cash and cash equivalents                     (51.6)      16.8

Cash and cash equivalents at beginning of period            107.6       35.4
                                                         --------   --------
Cash and cash equivalents at end of period               $   56.0   $   52.2
                                                         ========   ========



See accompanying Notes to Consolidated Condensed Financial Statements.


<PAGE>


          The Reader's Digest Association, Inc. and Subsidiaries
           Notes to Consolidated Condensed Financial Statements
                   (In millions, except per share data)
                                (unaudited)

   Unless indicated otherwise, references in Notes to Consolidated
   Condensed Financial Statements to "we," "our" and "us" are to The
   Reader's Digest Association, Inc. and its subsidiaries. All
   references to 2003 and 2002, unless otherwise indicated, are to
   fiscal 2003 and fiscal 2002, respectively.  Our fiscal year
   represents the period from July 1 through June 30.

   (1)     Basis of Presentation and Use of Estimates

   The accompanying consolidated condensed financial statements include
   the accounts of The Reader's Digest Association, Inc. and its
   majority-owned subsidiaries.  All significant intercompany accounts
   and transactions have been eliminated in consolidation.  These
   statements and accompanying notes have not been audited but, in the
   opinion of management, have been prepared in conformity with
   accounting principles generally accepted in the United States
   applying certain assumptions and estimates, including all
   adjustments considered necessary to present such information
   fairly.  All such adjustments are of a normal recurring nature.
   Although these estimates are based on management's knowledge of
   current events and actions that we may undertake in the future,
   actual results may ultimately differ from those estimates.

   We report on a fiscal year beginning July 1.  The three-month
   periods ended September 30, 2002 and 2001 are the first fiscal
   quarters of 2003 and 2002, respectively.  Operating results for any
   interim period are not necessarily indicative of the results for an
   entire year due to the seasonality of our business.

   New Accounting Standards

   The Financial Accounting Standards Board (FASB) has issued
   Statement of Financial Accounting Standards (SFAS) No. 143,
   Accounting for Asset Retirement Obligations; SFAS No. 144,
   Accounting for the Impairment or Disposal of Long-Lived Assets;
   SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64,
   Amendment of FASB Statement No. 13, and Technical Corrections;
   and SFAS No. 146, Accounting for Costs Associated with Exit or
   Disposal Activities.

   SFAS No. 143 requires the recording of an asset and a liability
   equal to the present value of the estimated costs associated
   with the retirement of long-lived assets where a legal or
   contractual obligation exists. The asset is required to be
   depreciated over the life of the related equipment or facility,
   and the liability is required to be accreted each year based on
   a present value interest rate.  This statement was effective for
   us on July 1, 2002.

   SFAS No. 144 supersedes both SFAS No. 121, Accounting for the
   Impairment of Long-Lived Assets and for Long-Lived Assets to Be
   Disposed Of, and the accounting and reporting provisions for the
   disposal of a segment of a business of Accounting Principles
   Board (APB) Opinion No. 30, Reporting the Results of Operations
   - Reporting the Effects of Disposal of a Segment of a Business,
   and Extraordinary, Unusual and Infrequently Occurring Events and
   Transactions.  SFAS No. 144 retains the fundamental provisions
   in SFAS No. 121 for recognizing and measuring impairment losses
   on long-lived assets held for use and long-lived assets to be
   disposed of by sale; it also resolves significant implementation
   issues associated with SFAS No. 121.

   SFAS No. 144 also retains the basic provisions of APB Opinion
   No. 30 on how to present discontinued operations in the income
   statement but broadens that presentation to include a component
   of an entity (rather than a segment of a business).  Unlike SFAS
   No. 121, an impairment assessment under SFAS No. 144 will never
   result in a write-down of goodwill.  Rather, goodwill is
   evaluated for impairment under SFAS No. 142.  This statement was
   effective for us on July 1, 2002.

   SFAS No. 145 changes the income statement classification of debt
   extinguishments, amends the existing literature regarding the
   accounting for modifications of leases that result in the same
   economic transaction as a sale-leaseback and makes technical
   corrections to other existing pronouncements.  This statement
   was effective for us on July 1, 2002.

   Adoption of SFAS No. 143, No. 144 and No. 145 did not to have a
   material impact on our operating results.

   SFAS No. 146 supersedes Emerging Issues Task Force Issue No.
   94-3, Liability Recognition for Certain Employee Termination
   Benefits and Other Costs To Exit and Activity (Including Certain
   Costs Associated with a Restructuring), and requires that a
   liability for a cost associated with an exit or disposal
   activity be recognized when the liability is incurred, as
   opposed to when management is committed to an exit plan.  Such
   liabilities should be recorded based on their fair value, as
   defined.  This statement is effective for exit or disposal
   activities initiated after December 31, 2002 (the second half of
   fiscal 2003).  We are currently evaluating the impact of
   adopting this statement.


   (2)     Basic and Diluted Earnings Per Share

   Basic earnings per share is computed by dividing net income less
   preferred stock dividend requirements by the weighted average number
   of common shares outstanding during the period. The preferred stock
   dividend requirements were $0.3 for each of the three-month periods
   ended September 30, 2002 and 2001.

   Diluted earnings per share is computed in the same manner except
   that the weighted average number of common shares outstanding
   assumes the exercise and conversion of certain stock options and
   vesting of certain restricted stock.  For the three-month period
   ended September 30, 2002 and 2001, the assumed exercise, conversion
   and vesting totaled 0.7 million shares and 0.4 million shares,
   respectively.    Because including these shares in our calculation
   of earnings per share results in a smaller loss per share, they are
   considered anti-dilutive.  Accordingly, our earnings per share is
   calculated using the basic number of shares.


   (3)    Revenues and Operating Profit by Reporting Segments

   Reportable segments were modified during the fourth quarter of 2002
   to reflect our new internal management organization.  The former New
   Business Development segment was redistributed geographically,
   primarily between North America Books and Home Entertainment and
   International Businesses.  In addition, the results for Reiman Media
   Group, which was acquired in the fourth quarter of 2002, are
   included in our U.S. Magazines segment.  The accounting policies of
   our segments are the same as those described in Note 1 to the
   consolidated financial statements included in our 2002 Annual Report
   to Stockholders. In addition, we allocate all corporate
   administrative costs to our reporting segments.


<PAGE>



                                                      Three-month periods ended
                                                             September 30,
                                                           2002         2001

Revenues:
  North America Books and Home Entertainment            $  115.0     $  140.5
  U.S. Magazines                                           173.8        115.3
  International Businesses                                 228.3        241.7
                                                        --------     --------
Total revenues                                          $  517.1     $  497.5
                                                        ========     ========
Operating Profit (Loss):
  North America Books and Home Entertainment            $    3.1     $  (11.1)
  U.S. Magazines                                            (1.5)         1.0
  International Businesses                                  (2.4)        12.9
                                                        --------     --------
Segment operating profit (loss)                             (0.8)         2.8

Other operating items, net                                   2.8           --
                                                        --------     --------
Total operating profit                                  $    2.0     $    2.8
                                                        ========     ========

   (4)   Comprehensive Loss

   Accumulated other comprehensive loss as reported in the balance
   sheet as of September 30, 2002 and September 30, 2001, primarily
   represents unrealized losses on certain investments and foreign
   currency translation adjustments.  The components of comprehensive
   loss, net of related tax, for the three-month periods ended
   September 30, 2002 and 2001 were as follows:

                                                      Three-month periods ended
                                                             September 30,
                                                           2002       2001

Net loss                                                 $  (5.2)   $ (1.1)
Change in:
  Foreign currency translation adjustments                  (4.4)      2.5
  Net unrealized losses on certain investments (1)          (2.3)     (3.6)
  Net unrealized losses on certain derivative
   transactions(2)                                          (0.6)     (0.6)
                                                         -------    ------
Total comprehensive loss                                 $ (12.5)   $ (2.8)
                                                         =======    ======

(1)   Net unrealized losses on certain investments, net of related tax,
      principally represents our investment in the voting common shares of
      LookSmart, Ltd.  For the three-month period ended September 30,
      2002 and 2001, this amount is net of deferred tax assets of $1.2
      and $1.9, respectively.

(2)   Net unrealized losses on certain derivative transactions in 2003,
      net of related tax, principally represent gains and losses on the
      value of our interest rate caps.  For the three-month period
      ended September 30, 2002, this amount is net of deferred tax
      assets of $0.3.  Net unrealized losses on derivative instruments
      in 2002 represent losses on derivative instruments used to hedge
      our exposure to foreign currency risk associated with forecasted
      royalty payments.  For the three-month period ended September 30,
      2001, this amount is net of deferred tax assets of $0.3.  See
      Note 10, Derivative Instruments, for additional information.




<PAGE>


   (5) Other Operating Items

   During the three-month period ended September 30, 2002, we recorded
   other operating income of $2.8 comprised primarily of net
   adjustments to litigation-related accrual balances, established in
   previous years, following settlement of a lawsuit in the first
   quarter of 2003.

   Other operating items recorded in previous periods also represents
   charges related to the streamlining of our organizational structure
   and the strategic repositioning of certain businesses.  The
   components of our restructuring charges included in accrued expenses
   on our balance sheets are described in further detail below:

   -  Severance Costs - These accruals represent the cost to separate
      employees from our operations as a result of actions taken to
      streamline the organizational structure.  This separation is
      accomplished through a combination of voluntary and involuntary
      severance programs.  The positions to be separated were
      identified when the charge was recorded.

   -  Contract Terminations - These accruals represent anticipated
      costs to terminate contractual obligations in connection with
      streamlining activities.

   The table below reflects changes for the three-month period ended
   September 30, 2002 to accruals recorded in previous periods.  A
   majority of the reserves remaining relate to severance costs.  Of
   the 289 employees identified to be separated under the charge
   recorded in the fourth quarter of 2002, approximately 70% have been
   separated as of September 30, 2002.  The $8.6 charged against the
   reserve in the first quarter of 2003 primarily relates to severance
   and asset write-downs related to Gifts.com.

   Initial Year      Balance at                             Balance at
    of charge      June 30, 2002  Spending  Adjustments  September 30, 2002

   Fiscal 2000        $   0.7     $ (0.3)     $   --          $   0.4
   Fiscal 2001            8.3       (1.8)         --              6.5
   Fiscal 2002           22.3       (6.5)         --             15.8
                       -------     ------       ----          -------
     Total            $  31.3     $ (8.6)     $   --          $  22.7
                      =======     ======        ====          =======


   (6) Inventories

                                           September 30,     June 30,
                                               2002            2002

  Raw materials                              $  12.6         $  14.7
  Work-in-progress                               8.3             8.7
  Finished goods                               187.8           132.6
                                             -------         -------
  Total inventories                          $ 208.7         $ 156.0
                                             =======         =======

   The method used to value our inventories is the first-in, first-out
   (FIFO) method.




<PAGE>


   (7)     Investments

   Available-for-Sale Marketable Securities

   Marketable securities included in other noncurrent assets on the
   balance sheet primarily represents the fair market value (based on
   quoted market prices) of our investment in LookSmart, Ltd.  These
   securities are accounted for and classified as available-for-sale
   securities.  As of September 30, 2002, the market value of these
   shares totaled $1.6 ($5.7 as of June 30, 2002).

   During the three-month period ended September 30, 2002,
   we sold 1.3 million shares of LookSmart, and recorded
   a pre-tax gain of $1.4 in other expense, net on the income
   statement.


   (8)     Goodwill and Other Intangible Assets, Net

   We have adopted of SFAS No. 141, Business Combinations and SFAS No.
   142, Goodwill and Other Intangible Assets.  Accordingly, we have not
   recorded any goodwill amortization in 2002 and in 2003.  There were
   no changes in the carrying amount of goodwill during the three-month
   period ended September 30, 2002.  The carrying amount of goodwill as
   of September 30, 2002 was $1,004.0 - North America Books and Home
   Entertainment, $322.3 and U.S. Magazines, $681.7.  We tested our
   goodwill for impairment in the third quarter of 2002 (our designated
   annual period) and determined that no impairment existed with
   respect to our holdings at that time.  We will evaluate the carrying
   amount of goodwill for recoverability during the third quarter of
   2003 and, if necessary, adjust the carrying value of our goodwill.

   The following categories of acquired intangible assets are included
   in other intangible assets, net as of September 30, 2002 and June
   30, 2002:
<TABLE>

                                                September 30, 2002      June 30, 2002
                                                 Gross       Net       Gross       Net

Intangible assets with indefinite lives:
<S>                                            <C>        <C>        <C>        <C>
  Tradenames                                   $   89.7   $   89.7   $   89.7   $   89.7
Intangible assets with finite lives:
  Licensing agreement                              50.6       40.5       43.5       34.6
  Customer lists                                  137.8      107.3      137.8      116.3
  Other tradenames and
   noncompete agreements                            3.0         --        3.0         --
                                               --------   --------   --------   --------
Total intangible assets                        $  281.1   $  237.5   $  274.0   $  240.6
                                               ========   ========   ========   ========
</TABLE>


   Amortization related to intangible assets with finite lives amounted
   to $9.8 and $1.7 for the three-month period ended September 30, 2002
   and 2001, respectively.  Our licensing agreement is principally
   amortized over the initial 10-year contract term, with some
   amounts being amortized over the remaining 18-year term of our amended
   agreement.  Customer lists are being amortized principally between
   three and six years.  Estimated fiscal year amortization expense,
   for intangible assets with finite lives, is as follows:  fiscal 2003
   - $39.3; fiscal 2004 - $38.8; fiscal 2005 - $36.0; fiscal 2006 -
   $15.2 and fiscal 2007 - $9.7.

   Licensing Agreement

   In May 2000, QSP, Inc. entered into a long-term licensing agreement with
   World's Finest  Chocolate,  Inc. The cost  associated with the agreement was
   assigned to distribution  rights and is included in intangible  assets on
   the balance sheet.  In September 2002, this agreement was amended.  The
   amendment  extended the term of the  original  agreement  by ten years,
   reduced the annual  minimum  tonnage purchase  requirements,  favorably
   adjusted pricing,  and permitted QSP to sell World's  Finest  Chocolate
   products  through  marketing  channels  other  than fundraising,  under
   specified  circumstances.  In connection with these amended terms,  QSP
   agreed to pay World's Finest Chocolate $10.5, of which $7.5 was paid
   as of September 30, 2002.  The amount paid in May 2000 to consummate the
   initial agreement is being  amortized over the original  10-year  license
   term.  Amounts paid to amend the agreement have been assigned to various
   amortization  periods ranging  from 8 to 18 years  (remaining  period of
   the amended  agreement).  The approximate  annual minimum  purchase
   amounts under the amended  agreement are: fiscal  2003 - $50.0,  fiscal
   2004 - $55.0,  fiscal 2005 - $59.0,  fiscal 2006 - $61.0,  fiscal
   2007 - $62.0 and from fiscal 2008 to fiscal 2020 -  approximately
   $69.0 per year. The amounts are estimates based on minimum tonnage
   requirements and nominal price increases as stipulated in the amended
   agreement.

   (9) Debt

   As described in Note 11 to the consolidated financial statements
   included in our 2002 Annual Report to Stockholders, on May 20, 2002,
   we restructured our borrowings.  We entered into a $950.0 Term Loan
   Agreement (Term Loan) with a syndicate of banks and other financial
   institutions, we amended and restated our Five-Year Revolving Credit
   and Competitive Advance Facility Agreement (Five-Year Facility), and
   we terminated our 364-Day Revolving Credit and Competitive Advance
   Facility Agreement.  (The Term Loan and the Five-Year Facility are
   collectively referred to as the 2002 Credit Agreements).  The
   maximum borrowing allowed under the Five-Year Facility is $192.5.
   The 2002 Credit Agreements are secured by substantially all of our
   assets and are subject to various financial and non-financial
   covenants.

   During the first quarter of 2003, we repaid $8.0 of principal related
   to the Term Loan.  The Term Loan agreement requires us to make
   principal payments of $8.0 per quarter during 2003 and continuing into
   fiscal 2004, and increasing principal payments thereafter.  As of
   September 30, 2002, we had $942.0 of outstanding borrowings under the
   Term Loan and $47.0 of outstanding borrowings under the Five-Year
   Facility.  These amounts are included in long-term debt and loans
   and notes payable, respectively, on the balance sheet.

   As of September 30, 2002, we were in compliance with our covenants.
   Interest expense for the three-month periods ended September 30,
   2002 and 2001 was $12.9 and $4.0, respectively.  The weighted
   average interest rate on our borrowings for  each of the three-month
   periods ended September 30, 2002 and 2001 was 4.3%.


   (10) Derivative Instruments

   Risk Management and Objectives

   In the 2002 Credit Agreements (referred to in Note 9, Debt), we are
   required to enter into interest rate protection agreements to fix or
   limit the interest cost with respect to at least one-third of the
   outstanding borrowings under the Term Loan.  Accordingly, in July of
   2002 we entered into agreements to cap at 6% the LIBOR interest rate
   component of $400.0 of our borrowings for a period of three years.
   Our interest rate cap agreements qualify as cash flow hedges, the
   effect of which is described below.

   In the normal course of business, we are exposed to market risk from
   the effect of foreign exchange rate fluctuations on the U.S. dollar
   value of our foreign subsidiaries' results of operations and
   financial condition.  We purchase foreign currency option and
   forward contracts to minimize the effect of fluctuating foreign
   currencies on specifically identifiable anticipated transactions.
   During the fourth quarter of 2002, we ceased our practice of
   purchasing foreign currency option and forward contracts to minimize
   the effect of fluctuating foreign currencies on our foreign
   subsidiaries' earnings and to minimize the effect of fluctuating
   foreign currency exchange rates on certain foreign currency
   denominated assets and liabilities.  Accordingly, gains and losses
   on derivative instruments are comprised of different instruments in
   2002 when compared with 2003.

   As a matter of policy, we do not speculate in financial markets and,
   therefore, we do not hold financial instruments for trading
   purposes. We continually monitor foreign currency risk and the use
   of derivative instruments.

   Cash Flow Hedges - For the three-month period ended September 30,
   2002 the fair value of our interest rate cap decreased, resulting in
   a loss of $(0.6), net of deferred taxes of $0.3.  For the three-month
   period ended September 30, 2001, changes in the spot value of the
   foreign currencies associated with option contracts designated and
   qualifying as cash flow hedges of forecasted intercompany royalty
   payments amounted to a loss of $(0.6), net of deferred taxes of
   $0.3.  These changes are reported in accumulated other comprehensive
   loss included in stockholders' equity on the balance sheet.  The
   gains and losses are deferred until the underlying transaction is
   recognized in earnings.

   The ineffective portion of the change in market value of our option
   contracts, specifically the time-value component of $(0.1), was
   recognized as a loss in other expense, net on the income statement
   for the three-month period ended September 30, 2001.

   There were no cash flow hedges discontinued during the three-month
   period ended September 30, 2002 and 2001.

   Other Derivatives - For the three-month period ended September 30,
   2002 we did not have any outstanding "other derivative" contracts.
   For the three-month period ended September 30, 2001, changes in the
   spot value of the foreign currencies and contract settlements
   associated with option and forward contracts amounted to a loss of
   $(3.0).  These changes are reported in gain (loss) on foreign
   exchange included in other expense, net on the income statement.
   This effect would generally be offset by the translation of the
   assets, liabilities and future operating cash flows being hedged.


   (11) Recapitalization Agreement

   On October 15, 2002, we entered into a revised agreement with the
   DeWitt Wallace-Reader's Digest Fund, Inc. and the Lila Wallace
   Reader's Digest Fund, Inc. (the Funds) providing for a series of
   actions that will result in all shares of our Class B Voting Common
   Stock (Class B Stock) and Class A Nonvoting Common Stock (Class A
   Stock) being recapitalized into a single class of common stock with
   one vote per share.  The October 15, 2002 recapitalization agreement
   replaces the recapitalization agreement that we entered into with
   the Funds on April 12, 2002.  The October recapitalization agreement
   provides that:

   -  We will repurchase approximately 4.6 million shares of Class B
      Stock from the Funds for $100.0 in cash in the aggregate;

   -  Each share of Class A Stock will be recapitalized into one share
      of common stock having one vote per share; and

   -  Each remaining share of Class B Stock will be recapitalized into
      1.22 shares of common stock; and

   In addition, the recapitalization agreement provides for the
   amendment of our charter to, among other things, reflect the
   reclassification of the stock, divide our board of directors into
   three classes and eliminate action by written consent of our
   stockholders.  The recapitalization transactions are subject to
   stockholder approval and other customary closing conditions.

   As previously disclosed, Reader's Digest, its directors and the
   Funds are defendants in four actions challenging the
   recapitalization transaction announced in April.  Three of the four
   actions are purported class actions; the fourth action was brought
   by individual stockholders.  The parties in the three class actions
   have entered into memoranda of understanding setting forth
   agreements in principle with respect to the settlement of those
   actions.  The plaintiffs in the fourth action have agreed to
   voluntarily dismiss it.  Completion of the revised recapitalization
   transactions is not contingent upon final court approval of the
   settlements.

   In order to complete the recapitalization transactions we borrowed
   $100.0 under the Term Loan.  However, since the recapitalization has
   not yet taken place, we have used the monies borrowed for general
   corporate purposes.

   If the recapitalization transactions are completed by December 31,
   2002, the $100.0 of principal borrowed under the Term Loan would be
   used to finance these transactions.  As a result, $100.0 included in
   loans and notes payable on our balance sheets would be reclassified
   to long-term debt.  If the recapitalization transactions are
   not completed by December 31, 2002, we will have to obtain an
   amendment to or waiver under the 2002 Credit Agreements from our lenders
   to purchase shares from the Funds.  In the event the recapitalization
   transactions are not completed by December 31, 2002, we will have to repay
   on that date the $100.0 borrowed to repurchase shares from the Funds unless
   repayment is waived or not required under an amendment to the 2002 Credit
   Agreements.


   (12) Share Repurchase Authorization

   As of September 30, 2002, under various share repurchase
   authorizations (announced during 2000, 2001 and 2002), we have
   repurchased 8.6 million shares of our Class A nonvoting common stock
   for approximately $231.7.  As of September 30, 2002, we had $186.0
   remaining under a $250.0 share repurchase authorization announced in
   May 2001.  We have not repurchased any shares during the three-month
   period ended September 30, 2002 and, with the exception of the
   planned repurchase of shares from the DeWitt Wallace-Reader's Digest
   Fund, Inc. and the Lila Wallace Reader's Digest Fund, Inc., do not
   expect to repurchase additional shares during any period when
   repurchases are prohibited under the 2002 Credit Agreements.




<PAGE>


          The Reader's Digest Association, Inc. and Subsidiaries
                   Management's Discussion and Analysis
             of Financial Condition and Results of Operations
               (Dollars in millions, except per share data)


   Unless indicated otherwise, references in Management's Discussion
   and Analysis to "we," "our" and "us" are to The Reader's Digest
   Association, Inc. and its subsidiaries.  All references to 2003 and
   2002, unless otherwise indicated, are to fiscal 2003 and fiscal
   2002, respectively.  Our fiscal year represents the period from July
   1 through June 30.

   The following discussion and analysis provides information that we
   believe is relevant to an assessment and understanding of our
   consolidated results of operations and financial condition and has
   been written excluding the effect of foreign currency translation.
   This discussion should be read in conjunction with the Consolidated
   Condensed Financial Statements and related notes.  Certain amounts
   and percentages do not recalculate due to rounding.

   To analyze results on a comparable basis, Management's Discussion
   and Analysis of operating profit has been written excluding the net
   effect of other operating items, net income of $3, in 2003.  Other
   operating items, net consist primarily of net adjustments to
   litigation-related accrual balances  following settlement of a
   lawsuit in the first quarter of 2003.


   Three-Month Period Ended September 30, 2002, Compared With
   Three-Month Period Ended September 30, 2001

   Results of Operations:  Company-Wide

   Revenues

   Revenues for the first quarter of 2003 increased 4% to $517,
   compared with $498 in the first quarter of 2002.  Excluding the
   favorable effect of foreign currency translation, revenues increased
   2%.  The increase in revenues is attributable to increased revenues
   in U.S. Magazines (driven by additional revenues as a result of the
   acquisition of Reiman), partially offset by reduced mailing activity
   in North America Books and Home Entertainment and weaker performance
   in International Businesses.

   The decline in revenues for North America Books and Home
   Entertainment was driven by a 32% decline in revenues for U.S. Books
   and Home Entertainment, partially offset by a 13% increase in
   revenues at Books Are Fun.  The revenue decline in our U.S. Books
   and Home Entertainment business was principally attributable to the
   elimination of unprofitable mailings and was also attributable to
   the elimination of unprofitable product lines and businesses that
   were announced in the fourth quarter of 2002.  The increase in
   revenues at Books Are Fun was driven by an increase in the number of
   events.

   The increase in revenues in U.S. Magazines was primarily
   attributable to the acquisition of Reiman in the fourth quarter of
   2002, as well as an increase in revenues at QSP, Inc.  These
   increases were partially offset by a decline in revenues from the
   discontinuation in 2002 of New Choices and Walking magazines, lower
   overall circulation, and shift in a mailing of a special interest
   magazine to the second quarter of 2003.

   The decline in revenues for International Businesses was primarily
   driven by lower sales for music and video products and general books
   due to planned reductions in marketing activities in many European
   markets.  The impact of severe floods in the Czech Republic,
   Hungary and Germany further reduced this segments results.

   Segment operating profit decreased to a loss of $(1) in the first
   quarter of 2003, compared with a profit of $3 in the first quarter
   of 2002.  The operating loss is a direct result of the revenue
   changes described above and continued investments in new marketing
   channels in some of our international businesses.

   Other Expense, Net

   Other expense, net increased significantly to $(10) in the first
   quarter of 2003, compared with $(5) in the first quarter of 2002.
   The primary changes were:

   -  Higher net interest expense of $9, compared with the comparable
      period in the prior year, primarily attributable to the
      additional borrowings to consummate the Reiman acquisition.
   -  Gains on the sales of LookSmart, Ltd. shares totaling $1.  There
      were no sales of marketable securities in the prior period.
   -  Lower losses from foreign currency transactions of $1, partially
      due to discontinuance of our hedging program.

   Income Taxes

   The effective tax rate for both the first quarter of 2003 and 2002 was
   consistent at approximately 36%.

   Net Loss and Loss Per Share

   For the first quarter of 2003, the net loss was $(5), or $(0.05) for
   both basic and diluted loss per share, compared with a net loss of
   $(1), or $(0.01) for both basic and diluted loss per share in the
   first quarter of 2002.  For both the first quarter of 2003 and 2002,
   the effect of potentially dilutive shares was not considered in the
   calculation of loss per share because such shares would have been
   anti-dilutive.


   Results of Operations:  Operating Segments


   North America Books and Home Entertainment

   Revenues for North America Books and Home Entertainment decreased
   18% to $115 in the first quarter of 2003, compared with $141 in the
   first quarter of 2002.  The decline in revenues was driven by lower
   sales of music and video products, Select Editions, general books,
   and the absence of revenues from the closure of Gifts.com, Inc.
   Specifically, revenues were lower primarily because of changes in
   our U.S. Books and Home Entertainment business due to (1)
   exiting certain unprofitable video products, the catalog
   business, and certain continuity series, (2) a 52% reduction in mail
   quantities, and (3) a focus on more efficient investments in outside
   mailing lists and telemarketing.  Revenues declined 16% in Canada
   due to lower response rates to mailings.  These declines were
   partially offset by a 13% increase in revenues for Books Are Fun,
   due to a 34% increase in business events and an 18% increase in
   school and daycare events.

   Operating profit improved $14 to $3 in the first quarter of 2003
   primarily due to our U.S. Books and Home Entertainment business.
   Specifically, the elimination of unprofitable products and business,
   lower overhead and promotion costs related to these products and
   businesses, more efficient investments, better customer performance
   and management of inventories increased profitability.

   U.S. Magazines

   Revenues for U.S. Magazines increased 51% to $174 in the first
   quarter of 2003, compared with $115 in the first quarter of 2002.
   The improvement was largely driven by revenues of $68 from Reiman,
   which was acquired in the fourth quarter of 2002, as well as an
   increase in revenues at QSP, Inc.  Revenues for QSP, Inc. improved
   due to increased rates for magazine subscriptions. These increases
   were partially offset by a 9% decline in revenues for our special
   interest magazines and Reader's Digest magazine.  The decline in
   revenues for our special interest magazines was primarily
   attributable the discontinuation of New Choices and Walking
   magazines in 2002.  The decline in revenues for Reader's Digest
   magazine was primarily attributable to lower circulation revenues
   due to declining renewal pools, partially offset by new subscribers
   at lower introductory rates.

   Operating loss was $(2) in the first quarter if 2003, compared with
   operating profit of $1 in the first quarter of 2002.  The decline in
   profits was driven principally by our discontinuation of the special
   interest magazines New Choices and Walking in 2002 and by lower
   circulation revenues at Reader's Digest magazine.  These declines
   were partially offset by profits of $2 as a result of the addition
   of Reiman and cost reductions at QSP, Inc.

   International Businesses

   Revenues in our International Businesses decreased 6% to $228 in the
   first quarter of 2003, compared with $242 in the first quarter of
   2002.  Excluding the favorable effects of foreign currency
   translation, revenues decreased 10%.  The principal factors
   contributing to this weaker performance were planned reductions in
   mail quantities to reduce the unfavorable effect of the intensity of our
   mailings on our response rates, the elimination of unprofitable mailings
   and some softness in response rates.  These events were primarily in Europe
   namely the United Kingdom, Germany and Poland.  In addition, in the United
   Kingdom and Germany we shifted the timing of some music mailings from the
   first to the second quarter of 2003.  Revenue percent declines were in the
   mid to high teens in the named countries  primarily related to our music
   and video products and general books.  Also adversely affecting
   revenues during the quarter were the severe floods in the Czech
   Republic, Hungary and Germany.

   In our Latin America and Asia-Pacific regions revenues declined
   principally in Mexico and Brazil and related primarily to the
   elimination of unprofitable mailings and some softness in response
   rates.  These declines in revenue were partially offset by favorable
   performance in Australia due to the timing of certain mailings,
   increased mail quantities and improved response rates to mailings
   for some music and video products.

   Operating loss was $(2) in the first quarter of 2003, compared with
   a profit of $13 in the first quarter of 2002, principally due to the
   revenue changes described above.  In addition, the loss of a postal
   discount on mailings in France, the impact of the floods in Eastern
   Europe and continued investments in new marketing channels,
   including telemarketing and outside mailing list programs
   contributed to the decline.


   Forward-Looking Information

   Fiscal 2003 Results

   We anticipate earnings in the range of $0.88 to $1.00 per share for
   the second quarter of 2003 and $1.20 to $1.30 for full-year 2003.
   These estimates exclude the one-time costs related to our pending
   recapitalization.  The earnings forecast for the second quarter of
   2003 includes $25 in revenues and $16 in operating profits ($0.10
   per share), related to a shift in revenue recognition for certain
   book-marketing programs of Reiman, from the forecast for the first
   quarter of 2003 to the forecast for the second quarter of 2003.

   Liquidity and Capital Resources

                                                                 Three-month
                                                                 period ended
                                                              September 30, 2002

Cash and cash equivalents at June 30, 2002                          $ 108
Net change in cash due to:
  Operating activities                                                (76)
  Investing activities                                                (10)
  Financing activities                                                 35
  Effect of exchange rate changes on cash and cash equivalents         (1)
                                                                    -----
Net change in cash and cash equivalents                               (52)

Cash and cash equivalents at September 30, 2002                     $  56
                                                                    =====

   Cash and cash equivalents decreased 48% to $56 as of September 30,
   2002, compared with $108 as of June 30, 2002.  The primary reason
   for the decline in cash was changes in working capital due to the
   seasonal nature of our business.  We generally use cash in the first
   quarter to build inventories at QSP, Inc. and Books Are Fun.  Other
   reasons for the change in working capital include:

   -  Management incentive payouts in 2003 that were absent in 2002.
   -  Settlement of a lawsuit in the first quarter of 2003.
   -  Cash payments related to our restructuring program announced in
      the fourth quarter of 2002.
   -  Larger build up of inventory at Books Are Fun in the first
      quarter of 2003, compared with 2002 in anticipation of the
      dockworkers strike on the west coast of the United States.

   Debt
   As described in Note 11 to the consolidated financial statements
   included in our 2002 Annual Report to Stockholders, on May 20, 2002,
   we restructured our borrowings.  We entered into a $950 Term Loan
   Agreement (Term Loan) with a syndicate of banks and other financial
   institutions, we amended and restated our Five-Year Revolving Credit
   and Competitive Advance Facility Agreement (Five-Year Facility)
   (collectively referred to as the 2002 Credit Agreements), and we
   terminated the 364-Day Revolving Credit and Competitive Advance
   Facility Agreement.  The maximum borrowing allowed under the
   Five-Year Facility is $192.5.  During the first quarter of 2003, we
   repaid $8 of principal related to the Term Loan.  The Term Loan
   requires us to make principal payments of $8 per quarter
   during 2003 and continuing into fiscal 2004, and increasing principal
   payments thereafter.  In addition, during the first quarter, we
   borrowed $47 under the Five-Year Facility.  The weighted average
   interest rate on our borrowings for the three-month period ended
   September 30, 2002 was 4.3%.  As of September 30, 2002 we were in
   compliance with all covenants.

   Under the 2002 Credit Agreements, we are required to hedge at least
   one-third of borrowings outstanding under the Term Loan.  In July
   2002, we entered into agreements to cap at 6% the LIBOR interest
   rate component of $400 of our borrowings under the Term Loan for a
   period of three years.

   In the second quarter of 2002, we filed a shelf registration
   statement with the Securities and Exchange Commission allowing us to
   issue up to $500 of public debt securities.  As of September 30,
   2002, there were no securities outstanding under this registration
   statement.

   Recapitalization Agreement
   On October 15, 2002, we entered into a revised agreement
   with the DeWitt Wallace-Reader's Digest Fund, Inc. and the Lila
   Wallace Reader's Digest Fund, Inc. (the Funds) providing for a
   series of actions that will result in all shares of our Class B
   Voting Common Stock (Class B Stock) and Class A Nonvoting Common
   Stock (Class A Stock) being recapitalized into a single class of
   common stock with one vote per share.  The October 15, 2002
   recapitalization agreement replaces the recapitalization agreement
   that we entered into with the Funds on April 12, 2002.  The
   October recapitalization agreement provides that:

   -  We will repurchase approximately 4.6 million shares of Class B
      Stock from the Funds for $100 in cash in the aggregate;

   -  Each share of Class A Stock will be recapitalized into one share
      of common stock having one vote per share; and

   -  Each remaining share of Class B Stock will be recapitalized into
      1.22 shares of common stock; and

   In addition, the recapitalization agreement provides for the
   amendment of our charter to, among other things, reflect the
   reclassification of the stock, to divide our board of directors into
   three classes and to eliminate action by written consent of our
   stockholders.  The recapitalization transactions are subject to
   stockholder approval and other customary closing conditions.

   As previously disclosed, Reader's Digest, its directors and the
   Funds are defendants in four actions challenging the
   recapitalization transactions announced in April.  Three of the four
   actions are purported class actions; the fourth action was brought
   by individual stockholders.  The parties in the three class actions
   have entered into memoranda of understanding setting forth
   agreements in principle with respect to the settlement of those
   actions.  The plaintiffs in the fourth action have agreed to
   voluntarily dismiss it.  Completion of the revised recapitalization
   transactions is not contingent upon final court approval of the
   settlements.

   In order to complete the recapitalization transactions, we borrowed
   $100 under the Term Loan.  However, since the recapitalization has
   not taken place, we have used the monies borrowed for general
   corporate purposes.  We expect to finance the repurchase of shares
   from the Funds entirely through operating cash flow generated in the
   second quarter of 2003.  If the recapitalization transactions are
   completed by December 31, 2002, the $100 of principal borrowed under
   the Term Loan would be used to finance these transactions.  As a
   result, $100 included in loans and notes payable on our balance
   sheets would be reclassified to long-term debt.  If the
   recapitalization transactions are not completed after December 31, 2002,
   we will have to obtain an amendment to or waiver under the 2002 Credit
   Agreements from our lenders to purchase shares from the Funds.  In the event
   the recapitalization transactions are not completed by December 31, 2002,
   we will have to repay on that date the $100 borrowed to repurchase shares
   from the Funds, unless repayment is waived or not required under an
   amendment to the 2002 Credit Agreements.


   We believe that our liquidity, capital resources, cash flows and
   borrowing capacity are sufficient to fund normal capital
   expenditures, working capital requirements, the payment of
   dividends, the execution of our share repurchase program, and the
   implementation of our strategic initiatives.




<PAGE>


   Recent Accounting Standards

   The Financial Accounting Standards Board (FASB) Statement of
   Financial Accounting Standards (SFAS) No. 146 supersedes
   Emerging Issues Task Force Issue No. 94-3, Liability Recognition
   for Certain Employee Termination Benefits and Other Costs To
   Exit an Activity (Including Certain Costs Associated with a
   Restructuring), and requires that a liability for a cost
   associated with an exit or disposal activity be recognized when
   the liability is incurred, as opposed to when management is
   committed to an exit plan.  Such liabilities should be recorded
   based on their fair value, as defined.  This statement is
   effective for exit or disposal activities initiated after
   December 31, 2002.  We are currently evaluating the impact of
   adopting this statement.


                                   *****

   This report contains "forward-looking statements" within the meaning
   of the U.S. federal securities laws.  Forward-looking statements
   include any statements that address future results or occurrences.
   These forward-looking statements inherently involve risks and
   uncertainties that could cause actual future results and occurrences
   to differ materially from the forward-looking statements.



<PAGE>


   Some of these risks and uncertainties include factors relating to:

   -    the effects of potentially more restrictive privacy and other
        governmental regulation relating to our marketing methods;
   -    the effects of modified and varied promotions;
   -    our ability to identify customer trends;
   -    our ability to continue to create and acquire a broadly appealing
        mix of new products;
   -    our ability to attract and retain new and younger magazine
        subscribers and product customers in view of the maturing of an
        important portion of our customer base;
   -    our ability to attract and retain subscribers and customers in an
        economically efficient manner;
   -    the effects of selective adjustments in pricing;
   -    our ability to expand and more effectively utilize our customer
        database;
   -    our ability to expand into new international markets and to
        introduce new product lines into new and existing markets;
   -    our ability to expand into new channels of distribution;
   -    our ability to negotiate and implement productive acquisitions
        (including the Reiman acquisition), strategic alliances and
        joint ventures;
   -    our ability to successfully integrate newly acquired and newly
        formed businesses (including the Reiman business);
   -    the strength of relationships of newly acquired and newly formed
        businesses (including the Reiman business) with their
        employees, suppliers and customers;
   -    the accuracy of the basis of forecasts relating to newly acquired
        and newly formed businesses (including the Reiman business);
   -    our ability to achieve financial savings related to restructuring
        programs;
   -    our ability to contain and reduce costs, especially through
        global efficiencies;
   -    the cost and effectiveness of our re-engineering of business
        processes and operations;
   -    the accuracy of our management's assessment of the current status
        of our business;
   -    the evolution of our organizational and structural capabilities;
   -    our ability to respond to competitive pressures within and
        outside the direct marketing industry, including the Internet;
   -    the effects of worldwide paper and postage costs;
   -    the effects of possible postal disruptions on deliveries of
        promotions, products and payments;
   -    the effects of foreign currency fluctuations;
   -    the accuracy of our management's assessment of the future
        effective tax rate and the effects of initiatives to reduce the
        rate;
   -    the adequacy of our financial resources;
   -    the effects of the terms of, and increased leverage resulting
        from additional borrowings under, our credit facilities;
   -    the effects of interest rate fluctuations;
   -    the effects of ratings downgrades resulting from our increased
        leverage;
   -    the effects of unforeseen economic and political changes in the
        markets where we compete;
   -    the effects of weather in limiting access to consumers;
   -    the economic effects of terrorist activity and subsequent related
        events, especially those limiting access to consumers and
        otherwise affecting the direct marketing industry; and
   -    the effects and pace of our stock repurchase program.

   We do not undertake to update any forward-looking statements.


<PAGE>


   Item 4. CONTROLS AND PROCEDURES

   Within 90 days prior to the filing date of this report, under the
   supervision of our Chief Executive Officer and Chief Financial
   Officer, we evaluated our disclosure controls and procedures (as
   defined in rules 13a-14(c) and 15d-14(c) under the Securities
   Exchange Act of 1934).  Based on that evaluation, our Chief
   Executive Officer and Chief Financial Officer concluded that our
   disclosure controls and procedures were sufficient to provide
   reasonable assurances that the information required to be disclosed
   by us in the reports that we file or submit under the Securities
   Exchange Act of 1934 is recorded, processed, summarized and reported
   within the time periods specified in the Securities and Exchange
   Commission's rules and forms.

   There have been no significant changes in our internal controls or
   in other factors that could significantly affect those internal
   controls subsequent to the date of our evaluation thereof.





<PAGE>


                        PART II. OTHER INFORMATION


   Item 6. EXHIBITS AND REPORTS ON FORM 8-K.


   (b)  Reports on Form 8-K

      During the three-month period ended September 30, 2002, we
      filed the following Current Reports on Form 8-K.

      - Current Report on Form 8-K dated July 26, 2002 including a copy
        of a complaint from a shareholder seeking to enjoin the
        recapitalization.

      - Current Report on Form 8-K dated July 31, 2002 including a press
        release and conference call transcript relating to the fourth
        quarter of fiscal 2002 earnings release.

      - Current Report on Form 8-K dated August 8, 2002 including
        recently available information that was incorporated by
        reference in our Registration Statement on Form S-4.

      - Current Report on Form 8-K dated August 9, 2002 including press
        release regarding Delaware Court of Chancery denial of motion
        to enjoin pending recapitalization transaction.

      - Current Report on Form 8-K dated August 14, 2002 including press
        release regarding postponed shareholder meeting on
        recapitalization.

      - Current Report on Form 8-K dated August 27, 2002 including
        presentation regarding the company's modified reporting
        segments for the first, second, third and fourth quarters of
        fiscal 2002, 2001 and 2000.

      - Current Report on Form 8-K dated August 28, 2002 including (1)
        Ruling of the Delaware Court of Chancery, (2) Opinion of the
        Supreme Court of Delaware, (3) Complaint of Bobby Adams, (4)
        Complaint of Curtis Denison, and (5) Levco Stipulation of
        Dismissal.

      - Current Report on Form 8-K dated September 24, 2002 including
        Statements Under Oath of the Principal Executive Officer and
        the Principal Financial Officer.





<PAGE>




                               SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934 the
registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.






                                          The Reader's Digest
Association, Inc.
                                          (Registrant)



Date:  November 14, 2002           By:   /s/THOMAS D. BARRY
                                         Thomas D. Barry
                                         Vice President and Corporate Controller
                                         (chief accounting officer and
                                         authorized signatory)




<PAGE>


I, Thomas O. Ryder, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Reader's
Digest Association, Inc.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements,  and other financial
information  included in this  quarterly  report,  fairly present in all
material  respects the financial  condition,  results of operations  and
cash flows of the  registrant  as of, and for, the periods  presented in
this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

   a) designed such  disclosure  controls and  procedures to ensure that
   material  information  relating  to  the  registrant,  including  its
   consolidated  subsidiaries,  is made  known  to us by  others  within
   those  entities,   particularly  during  the  period  in  which  this
   quarterly report is being prepared;

   b) evaluated the effectiveness of the registrant's disclosure
   controls and procedures as of a date within 90 days prior to the
   filing date of this quarterly report (the "Evaluation Date"); and

   c) presented in this quarterly report our conclusions about the
   effectiveness of the disclosure controls and procedures based on our
   evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):

   a) all significant deficiencies in the design or operation of
   internal controls which could adversely affect the registrant's
   ability to record, process, summarize and report financial data and
   have identified for the registrant's auditors any material
   weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or
   other employees who have a significant role in the registrant's
   internal controls; and

6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.


Date:  November 14, 2002
                                         /s/THOMAS O. RYDER
                                         Chief Executive Officer


<PAGE>







I, Michael S. Geltzeiler, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Reader's
Digest Association, Inc.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements,  and other financial
information  included in this  quarterly  report,  fairly present in all
material  respects the financial  condition,  results of operations  and
cash flows of the  registrant  as of, and for, the periods  presented in
this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

   a) designed such  disclosure  controls and  procedures to ensure that
   material  information  relating  to  the  registrant,  including  its
   consolidated  subsidiaries,  is made  known  to us by  others  within
   those  entities,   particularly  during  the  period  in  which  this
   quarterly report is being prepared;

   b) evaluated the effectiveness of the registrant's disclosure
   controls and procedures as of a date within 90 days prior to the
   filing date of this quarterly report (the "Evaluation Date"); and

   c) presented in this quarterly report our conclusions about the
   effectiveness of the disclosure controls and procedures based on our
   evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):

   a) all significant deficiencies in the design or operation of
   internal controls which could adversely affect the registrant's
   ability to record, process, summarize and report financial data and
   have identified for the registrant's auditors any material
   weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or
   other employees who have a significant role in the registrant's
   internal controls; and

6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.


Date:  November 14, 2002

                                         /s/MICHAEL S. GELTZEILER
                                         Chief Financial Officer