<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

|X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended  DECEMBER 31, 1998

                                       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     0-4781
                                    -------


                               MARKET FACTS, INC.
                               ------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                               36-2061602
       ------------------------------      -----------------------------------
      (State or other jurisdiction of     (I.R.S. Employer Identification No.)
      incorporation or organization)

3040 WEST SALT CREEK LANE, ARLINGTON HEIGHTS, ILLINOIS              60005
------------------------------------------------------             ---------
         (Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code (847) 590-7000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:


                     COMMON STOCK, PAR VALUE $1.00 PER SHARE
                     ---------------------------------------
                                (Title of Class)

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of March 10, 1999, there were issued and outstanding 8,943,501 shares of
common stock; the aggregate market value of the shares of such stock held by
nonaffiliates of the registrant, based upon a closing price of $24.50 per share,
was $153,306,717 as of the same date, assuming solely for purposes of this
calculation that all directors and executive officers of the registrant are
"affiliates." This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

DOCUMENTS INCORPORATED BY REFERENCE:

1998 ANNUAL REPORT TO STOCKHOLDERS--PARTS I, II AND IV HEREOF. PROXY STATEMENT
FOR THE REGISTRANT'S 1999 ANNUAL MEETING TO BE FILED WITHIN 120 DAYS AFTER THE
END OF THE FISCAL YEAR--PART III HEREOF.



<PAGE>


PART I

ITEM 1.             BUSINESS

GENERAL

The predecessor to Market Facts, Inc. was incorporated in 1946 in Illinois.
Market Facts was incorporated in 1966 in Delaware and is a leading provider of
custom market research services. Except as otherwise noted, the term "Company"
refers to Market Facts and its subsidiaries. Custom market research involves the
measurement of consumer beliefs, attitudes and behavior toward particular
products, services, concepts or advertising. The Company has been successfully
supplying clients with accurate and objective marketing information about
consumers, products and competitors since its inception in 1946. It provides
quantitative and qualitative marketing research both domestically and
internationally. Excluding the impact of the businesses acquired in 1998,
approximately 92% of the Company's revenue in 1998 was from clients for whom the
Company had performed work in the previous year.

The Company believes it is uniquely qualified to offer clients a full range of
custom market research products and services that offer superior solutions for
their market research needs. Its professional research staff works with clients
to define the marketing project, select project-appropriate products and
services, develop effective questionnaires or other means of data collection,
collect the responses, process the data, analyze and interpret the results, and
present them in a meaningful and succinct package. The Company believes clients
will continue to increasingly demand this fully integrated approach to custom
market research services.

The Company has developed the Consumer Mail Panel-SM- ("CMP"), which is its own
broad-based panel of consumer households that have been "pre-screened" through
the collection of extensive demographic profiles to participate in a wide
variety of market research projects. The Company believes its CMP provides a
substantial competitive advantage over firms using only traditional random
research methods since the CMP delivers higher response rates and lower costs
than traditional methods. The Company's expertise in the collection and analysis
of consumer data from its CMP has a variety of marketing research applications,
such as tracking product performance and customer satisfaction, measuring the
effectiveness of advertising campaigns, assessing brand strength and competitive
position, determining price sensitivity, and evaluating new products, markets or
other business opportunities. The CMP, which was originally established in 1949,
presently consists of approximately 600,000 households throughout the United
States and Canada. The Company also maintains a Pan European consumer mail panel
of approximately 135,000 households through a joint venture with Taylor Nelson
AGB plc of England and Infratest Burke of Germany.

The Company's in-house staff conducts telephone interviews through its National
Telephone CenterSM, consisting of approximately 375 computer-assisted
interviewing terminals located in the United States and Canada. The Company has
also entered into relationships with selected telephone interviewing firms to
perform telephone marketing research. The Company uses IVR (Interactive Voice
Response) technology for brief telephone surveys where interaction between a
respondent and a live interviewer is not required. In-person interviews are
conducted primarily through more than 100 independent field agencies, at the
Company's Central Location Interviewing Panel facility in suburban Chicago and
at automobile clinics held at various locations throughout the United States.

An important component of the Company's business strategy is to grow through
acquisitions. It will continue to seek acquisition candidates that are
profitable, have stable management, are culturally compatible with the Company,
are able to sell branded market research products and services, are able to
utilize advanced technology, are positioned in targeted industries, and are
compatible with the Company's international expansion plans.




                                       1
<PAGE>


In August 1998, the Company acquired the net assets of Product Intelligence,
Inc., a market research firm operating a national network of multimedia
computerized consumer interviewing stations in 35 separate markets that provide
clients with rapid turnaround of market research requiring consumer exposure to
marketing elements. The purchase price included $4.5 million in cash and shares
of Market Facts' common stock, and additional consideration contingent upon
future earnings.

In March 1998, the Company acquired the net assets of Tandem Research
Associates, Inc., a 16 year-old firm providing specialized custom and
multi-client research products and services to leading pharmaceutical companies
and emerging biotech firms. The purchase price included $14.4 million in cash
and additional consideration contingent upon future earnings.

In January 1998, the Company completed the acquisition of the outstanding stock
of Strategy Research Corporation, a full service market research company
specializing in Hispanic research in the U.S and Latin America. The purchase
price included $1.2 million in cash and additional consideration contingent upon
future earnings.

In July 1997, the Company acquired all of the outstanding stock of BAIGlobal,
Inc., a full service market research and information company offering a complete
range of research services--quantitative, qualitative and competitive
tracking--in the United States and internationally. The purchase price included
$3.7 million in cash and additional consideration contingent upon future
earnings.

Another important element of the Company's business strategy is the ability to
provide market research products and services to its clients globally. The
Company believes that its ability to serve clients on a global basis is key to
its ability to further strengthen client relationships. In addition to acquiring
Strategy Research Corporation, the Company has established joint venture
relationships in Europe, China and India that it believes will enable it to
serve the international custom market research needs of its U.S.-based clients
and intends to continue seeking other acquisitions, joint ventures and strategic
alliances globally. The Company also is the exclusive licensee in North America,
Central America, South America and the Caribbean of the Conversion Model, which
the Company believes to be the leading brand equity measurement method in use
worldwide. The Company has working relationships with twelve international
marketing research companies outside the U.S. that are also Conversion Model
licensees which provide the Company with research capabilities in over fifty
countries. These relationships provide the Company with resources it believes
are essential to compete effectively for multi-country strategic and tracking
research programs that are increasingly being conducted by North American-based
global marketers.

The Company's ongoing investment in technology is a key component of its growth
strategy and product development efforts. The Company's utilization of
technology focuses on the development of: (i) technologically sophisticated
market research products, (ii) new methods of collecting market research data,
and (iii) sophisticated ways of delivering data to clients and presenting
research results. In all three of these areas, the Company's information
technology staff works with its client service personnel to develop integrated
applications of technology tailored to its clients' evolving needs. The Company
considers most of its software, database management methods, modeling techniques
and other database information strategies to be proprietary trade secrets.




                                       2
<PAGE>

The Company continually seeks to enhance its technological capabilities. The 
Company's Interactive Solutions Group explores the opportunities provided by 
the Internet. The Company currently uses the Internet as a tool for data 
collection and as a means to deliver research results to clients, as well as 
offers web site evaluation research. Additionally, it has developed a 
proprietary product call Compete-Registered Trademark-, a PC-based software 
system that allows clients instant access to a wide array of concept and 
product testing data which can be configured in a variety of forms based on 
client desires. The Company has built an online market research panel through 
a variety of sources, including identifying households on the Consumer Mail 
Panel who have Internet access, and subscribers to Juno Online Services 
pursuant to a joint venture agreement. The entire online panel now consists 
of approximately 100,000 households. This panel serves as a sample source for 
online research conducted by the Company.

The Company believes that its ongoing investment in technology will continue to
provide it a significant competitive advantage over less technologically
sophisticated competitors.

MARKET RESEARCH PROCESS

The Company's professional research staff and, where appropriate, its
information technology personnel, work with clients to establish information
objectives, develop questionnaires or instruments to be used to elicit the
desired information and determine the types of consumers to be contacted. The
Company then submits a proposal that describes the sample to be surveyed, the
manner of data collection, analysis requirements, delivery schedules and
pricing. The Company has developed a computer program to estimate the cost of
each project and closely monitors actual costs versus the estimates in order to
continually update its computer model. Prices typically are quoted to clients
based upon a fixed fee.

The Company develops an appropriate consumer sample, either from its CMP or
another source (such as random telephone samples or samples of the client's own
customers), that matches the client's targeted consumers. If the sample is from
the CMP, it is either selected from the CMP based on households with precisely
matched demographic characteristics that are already on file, or the Company
will conduct a custom screening survey among its CMP members to locate
households with the specific product usage or other characteristics targeted by
the client. The sample selection process is performed to ensure that the CMP
members meet the desired characteristics and that the survey adheres to the
Company's policies limiting the number of contacts with CMP members and varying
the subject matter of the surveys to avoid inconveniencing or burdening
household members. Research projects involve studies with samples ranging from a
few hundred to over a million respondents.

The Company designs its questionnaires to be as simple and interesting as
possible to enable respondents to complete questionnaires accurately without
undue burden. Particularly complicated questionnaires may be pre-tested among a
small group of households to determine whether these requirements are met.
Experienced designers develop efficient, visually appealing and concisely
formatted questionnaires.

The Company also conducts telephone interviews with its CMP members and other
targeted groups. The Company's telephone interviewers operate through terminals
that are connected to the Company's computer assisted telephone interviewing
system (the "CATI system"), onto which the questions and possible responses have
been programmed. This allows the interviewers to record responses directly into
the computer, avoiding the need for subsequent data entry. Further, the CATI
system allows for complex survey question skip patterns and sampling plans to be
handled in a cost efficient manner.

Depending upon the type of survey, the Company frequently uses other methods of
data collection, such as mall interviewing, central location interviewing,
automotive clinics and in-home interviewing, both among CMP members and
consumers selected by other methods, including groups such as employees or
customers provided by the client.




                                       3
<PAGE>

Returned questionnaire information is entered directly into the Company's
computer system through optical scanner and imaging systems or manually. The
Company customizes survey reports and presents survey data in accordance with
client specifications. The emphasis, however, is always on providing clients
with actionable findings that address marketing issues.

CLIENTS

In 1998, the Company's five largest clients accounted for 23% of its revenue. No
single client accounted for over 10% of such revenue.

The Company does not generally enter into long-term contracts with its clients,
but operates on a project-by-project basis. However, the Company focuses on
building systems and programs for clients wherein particular research
methodologies are systematized, refined and used repeatedly on a
project-by-project basis. As the Company completes additional projects for a
client, the Company's knowledge base of its client is expanded, the Company's
relationship is further solidified, and the client therefore has less incentive
to utilize another supplier in the future. The net result to the Company is a
more predictable recurring revenue stream. Although the Company is not the
exclusive provider of market research services for most of its clients, its
percentage of business from repeat clients has historically been high. Excluding
the impact of the businesses acquired in 1998, approximately 92% of the
Company's revenue in 1998 was from clients for whom the Company had performed
work in the previous year.

Many of the Company's clients have downsized their internal market research
staffs. As these clients have increasingly outsourced this function, they have
required an increased level of professional service throughout the market
research process, as well as a broader range of product offerings, and more
sophisticated data collection, analysis and interpretation capabilities. The
Company has also seen a significant increase in the amount of revenue from
clients in the healthcare, financial services, telecommunications and consumer
package goods industries.

BACKLOG

The Company recognizes revenue under the percentage of completion method of
accounting. Revenue is recognized as services are performed. The Company had
unrecognized revenue from contracts in process of approximately $35,829,000 and
$26,335,000 for the years ended December 31, 1998 and 1997, respectively.

COMPETITION

The custom market research industry is highly fragmented. The Company faces
direct competition from a large number of relatively small organizations that
serve niche markets but lack the capability to provide a full range of products
and services. Although the Company estimates that it is among the six largest
custom market research firms in the United States, as measured by 1997 revenue,
it faces direct competition from a small number of larger concerns with
resources greater than those of the Company. The Company believes that as the
industry continues to consolidate, it will face increasing competition from
these concerns not only for clients but also for acquisition candidates.
Furthermore, the Company is subject to competition from the marketing research
departments of clients and potential clients, advertising agencies and survey
research departments affiliated with universities and government agencies.

The Company believes that the principal methods of competition are quality 
and speed of research results, the ability to provide customized data 
collection, analysis and interpretation, geographic coverage, the ability to 
guide clients through the entire marketing research process, the ability to 
provide creative recommendations to clients and the ability to attractively 
price its services. The Company believes that its ability to properly design 
research projects and deliver quality research results quickly, and to 
customize its projects and guide its clients through the entire marketing 
research process are competitive strengths. The Company also believes that 
the ability to service the international research needs of clients has become 
an increasingly important competitive factor.

                                       4
<PAGE>


The Company believes that its CMP provides a competitive advantage over firms
that rely solely on random research methods, since its CMP delivers higher
response rates and higher quality data at lower costs than traditional methods.
The Company is aware of only two other custom market research companies in the
United States that maintain a broad-based consumer mail panel.

SERVICE MARKS

The Company relies on a combination of copyright, trademark and trade secret 
laws and employee and third-party non-disclosure agreements to protect its 
proprietary systems, software and procedures. The Company's federally 
registered service marks include Accutab-Registered Trademark-, 
Autoquest-Registered Trademark-, BAIGlobal-Registered Trademark-, 
BehaviorScope-Registered Trademark-, BrandVision-Registered Trademark-, 
Compete-Registered Trademark-, InsideTrack-Registered Trademark-, Mail 
Monitor-Registered Trademark-, Market Facts-Registered Trademark-, 
Mediscope-Registered Trademark-, National ShowCase-Registered Trademark-, 
PatientFacts-Registered Trademark-, PriceDynamics-Registered Trademark-, 
ProductQuest-Registered Trademark- and TeleNation-Registered Trademark-. The 
marks Auto Gage-SM-, BAIGlobal Qualitative Market View-SM-, Commitments-SM-, 
Consumer Mail Panel-SM-, Data Gage-SM-, MarkeTest 2000-SM-, MiniScreen-SM-, 
National Telephone Center-SM-, OmniMax-SM- and OnTarget-SM- are proprietary 
marks of the Company. The Company's Canadian subsidiary is the registered 
owner of the following additional service marks in Canada: ADPAC-Registered 
Trademark-, ADPAC II-Registered Trademark- and NATIONAL FLEXIBUS-Registered 
Trademark-. Many of the registered marks of the Company are used as 
proprietary marks in various other countries.

The Company's success is partially dependent upon the proprietary software
technology, research methods and data analysis techniques that it has developed
to service its clients. However, there can be no assurance that the steps taken
by the Company to protect its proprietary rights will be adequate to prevent the
misappropriation of such rights.

The Company vigorously defends against the unauthorized use of its service and
proprietary marks.

EMPLOYEES

As of December 31, 1998, the Company employed approximately 900 full-time
employees and approximately 930 part-time employees. A substantial number of
employees are skilled personnel trained in the various facets of market
research.

The Company's employees are not represented by a union and the Company has never
experienced a work stoppage. The Company believes that its relationship with its
employees is excellent.

The Company offers employment contracts to the majority of its vice presidents
on the first anniversary of their election to office. These employment
agreements continue until terminated in accordance with their provisions and
contain confidentiality and noncompete restrictions during the term of
employment and for a period thereafter.

ITEM 2.             DESCRIPTION OF PROPERTY

The Company's headquarters are located at 3040 West Salt Creek Lane, 
Arlington Heights, Illinois in an office building of approximately 120,000 
square feet owned by the Company. This location also houses the Company's 
largest client service office, mail panel and information technology 
operations, corporate and administrative functions and a telephone 
interviewing facility. The property is financed through a mortgage loan 
discussed in Note 4 of the Notes to Consolidated Financial Statements 
contained in the 1998 Annual Report to Stockholders and is incorporated 
herein by reference. The Company also leases client service offices in the 
United States in Atlanta, Georgia; Cincinnati, Ohio; Dallas, Texas; Encino, 
California; Irvine, California; Mahwah, New Jersey; McLean, Virginia; Mercer 
Island, Washington; Miami, Florida; Morristown, New Jersey; Natick, 
Massachusetts; New York, New York; Rockville Centre, New York; Suffern, New 
York and Tarrytown, New York. The Company has three leased telephone 
interviewing facilities located in Evanston, Aurora, and Oak Park, Illinois 
and additional leased administrative facilities in Arlington Heights and 
Palatine, Illinois.

                                       5
<PAGE>


The Company's Canadian operations are headquartered in Toronto, Ontario. This
location primarily houses mail panel, telephone interviewing, client service
offices, operations and administrative functions. In addition, four smaller
leased offices, located in Montreal, Quebec; New Westminster, B.C.; Mississauga,
Ontario; and Peterborough, Ontario, are used as client service, telephone or
mall interviewing facilities.

The Company expects that additional facilities may be necessary to support the
Company's recent and anticipated future growth in business and is continually
evaluating alternatives for satisfying these requirements.


ITEM 3.             LEGAL PROCEEDINGS

The Company is not currently involved in any material litigation or proceedings
and is not aware of any such proceedings threatened against it.


ITEM 4.             SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                      EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>
                              AGE OF     OFFICES HELD AND BUSINESS
NAME OF OFFICER               OFFICER    EXPERIENCE FOR LAST FIVE YEARS

<S>                             <C>      <C>         
Verne B. Churchill              66       Chairman  of the Board of  Directors  of the Company  since 1996;  prior
                                         thereto Chairman and Chief Executive Officer of the Company.

Thomas H. Payne                 53       President and Chief Executive  Officer of the Company since 1996;  prior
                                         thereto President and Chief Operating Officer of the Company.  
                                         Mr. Payne is also a Director of the Company

Sanford M. Schwartz             47       Executive Vice President and Director of the Company.

Lawrence W. Labash              51       Executive  Vice  President  of the Company  since  October  1998;  prior
                                         thereto  Senior Vice  President  of the  Company.  Mr.  Labash is also a
                                         Director of the Company.

Timothy J. Sullivan             45       Chief  Financial  Officer and Director of the Company  since August 1997
                                         and Senior Vice President of the Company since 1996;  prior thereto Vice
                                         President of the Company. Mr. Sullivan is also Treasurer of the 
                                         Company.
</TABLE>


Officers are elected annually in April by the Board of Directors for a period of
one year or until successors are duly elected and qualified. The executive
officers listed above are as of March 10, 1999.



                                       6
<PAGE>




PART II

ITEM 5.             MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED 
                    STOCKHOLDER MATTERS

The following section of the Company's 1998 Annual Report to Stockholders is
hereby incorporated by reference:

                    Dividends and Market Price Statistics-page 1

This referenced section should be read in conjunction with the Consolidated
Financial Statements and related Notes (herein incorporated by reference) on
pages 9-21 of the 1998 Annual Report to Stockholders.

On July 31, 1997, the Company completed the acquisition of all the outstanding
stock of BAIGlobal, Inc. ("BAIGlobal"). The purchase price included up to
$5,000,000 of possible contingent payments in the form of cash and stock based
upon BAIGlobal exceeding certain earnings targets through December 1999. The
first $4,000,000 of contingent payments are payable in cash with the remaining
$1,000,000 payable in shares of the Company's Common Stock.

On March 31, 1998, TRA Acquisition Corp. ("TRA"), a wholly-owned subsidiary of
the Company, acquired certain assets and assumed certain liabilities of Tandem
Research Associates ("Tandem Research"). The purchase price included up to
$9,000,000 of possible contingent payments based upon Tandem Research exceeding
certain earnings target through March 2001 and additional contingent
consideration based on fifty percent of TRA's aggregate earnings before interest
and taxes during the three-year period after the closing in excess of
$9,931,000. At the election of Tandem Research, up to twenty-five percent of the
contingent payments may be payable in shares of the Company's Common Stock.

At the present time, the Company is unable to determine the amount, if any, of
the contingent payments related to the above transactions or whether any portion
thereof will be payable in shares of the Company's Common Stock. The Company
does not presently intend to register any shares issued as part of the
contingent payments.

ITEM 6.             SELECTED FINANCIAL DATA

The following section of the Company's 1998 Annual Report to Stockholders is
hereby incorporated by reference:

                    Selected Financial Data-page 1

This referenced section should be read in conjunction with the Consolidated
Financial Statements and related Notes (herein incorporated by reference) on
pages 9-21 of the 1998 Annual Report to Stockholders.

ITEM 7.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
                    AND RESULTS OF OPERATIONS

The following section of the Company's 1998 Annual Report to Stockholders is
hereby incorporated by reference:

                    Management's Discussion and Analysis of Financial Condition 
                    and Results of Operations--pages 5-8

This referenced section should be read in conjunction with the Consolidated
Financial Statements and related Notes (herein incorporated by reference) on
pages 9-21 of the 1998 Annual Report to Stockholders.





                                       7
<PAGE>

ITEM 7A.            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's exposure to market risk for changes in interest rates relates
primarily to the Company's cash equivalents and long-term debt obligation. The
Company does not use derivative financial instruments. The Company places its
investments with high credit quality issuers and limits the amount of credit
exposure to any one issuer. As stated in its policy, the Company is averse to
principal loss and ensures the safety and preservation of its invested funds by
limiting default risk, market risk and reinvestment risk.

The Company mitigates default risk by investing in high credit quality
securities. The portfolio includes only securities with active secondary or
resale markets to ensure portfolio liquidity. All cash equivalents held at
December 31, 1998 mature in 28 days or less.

The Company has no cash flow exposure due to rate changes for its long-term debt
obligation as the rate is fixed. The Company has primarily entered into
short-term debt obligations to support acquisition and general corporate
purposes including capital expenditures and working capital needs.

The Company is exposed to potential gains or losses from foreign currency
fluctuations affecting earnings denominated in Canadian dollars. The Company
also transacts business in various foreign countries and pays vendors in foreign
currencies. The Company currently does not hedge such foreign currency
transactions with forward contracts as any potential losses are not material and
are typically passed on to clients.


ITEM 8.             FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this item are listed below:

                    INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

<TABLE>
<CAPTION>
                                                                                                     PAGE NUMBER
                                                                                                     -----------

Consolidated Balance Sheets as of December 31, 1998 and 1997 * For the years
ended December 31, 1998, 1997 and 1996:
<S>                                                                                                  <C>
         Consolidated Statements of Earnings                                                              *
         Consolidated Statements of Comprehensive Income                                                  *
         Consolidated Statements of Stockholders' Equity                                                  *
         Consolidated Statements of Cash Flows                                                            *
         Notes to Consolidated Financial Statements                                                       *
Independent Auditors' Report                                                                              *

*    Incorporated by reference to the 1998 Annual Report to Stockholders, filed
     with the Commission pursuant to Rule 12b-23, portions of which are
     attached.

Independent Auditors' Report on Schedule                                                                  9

Schedule:
         II     Valuation and Qualifying Accounts for the years ended
                December 31, 1998, 1997 and 1996                                                         10
</TABLE>

All other schedules are not submitted because they are not applicable or not
required or because the required information is included in the Consolidated
Financial Statements and related Notes in the 1998 Annual Report to
Stockholders.



                                       8
<PAGE>


                          INDEPENDENT AUDITORS' REPORT







To the Stockholders and Board of Directors of Market Facts, Inc.:

Under date of February 9, 1999, we reported on the consolidated balance sheets
of Market Facts, Inc. and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of earnings, comprehensive income, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1998, as contained in the 1998 annual report to stockholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the annual report on Form 10-K for the fiscal year ended December
31, 1998. In connection with our audits of the aforementioned consolidated
financial statements, we also have audited the related financial statement
schedule as listed in the accompanying index. This financial statement schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion on this financial statement schedule based on our audits.

In our opinion, the financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.




KPMG LLP
Chicago, Illinois
February 9, 1999




                                       9
<PAGE>







                       MARKET FACTS, INC. AND SUBSIDIARIES
                                   SCHEDULE II
                        VALUATION AND QUALIFYING ACCOUNTS




<TABLE>
<CAPTION>

                                                                       YEARS ENDED DECEMBER 31,
                                                   ------------------------------------------------------------------
                                                          1998                   1997                    1996
                                                   -------------------     ------------------      ------------------
<S>                                                <C>                     <C>                     <C>         
Allowance For Doubtful Accounts:
     Balance at beginning of year                      $  1,101,551            $  1,007,243            $    838,203
     Provision                                              129,118                 107,299                 197,602
     Write-offs of uncollectible accounts                   (47,573)                 (9,772)                (28,260)
     Cumulative foreign currency translation                 (5,636)                 (3,219)                   (302)
                                                   -------------------     ------------------      ------------------
                                                   -------------------     ------------------      ------------------
     Balance at end of year                            $  1,177,460            $  1,101,551            $  1,007,243
                                                   -------------------     ------------------      ------------------
                                                   -------------------     ------------------      ------------------
</TABLE>






                                       10
<PAGE>




ITEM 9.             CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
                    AND FINANCIAL DISCLOSURE

None.


PART III


ITEM 10.            DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


Information regarding the directors of the Company is included under the caption
"Election of Directors" in the Company's proxy statement for the Company's 1999
Annual Meeting* and is incorporated herein by reference. Information regarding
the executive officers of the Company is included under a separate caption at
the end of Part I hereof, and is incorporated herein by reference, in accordance
with General Instruction G(3) to Form 10-K and Instruction 3 to Item 401(b) of
Regulation S-K. Information regarding compliance with Section 16(a) of the
Securities Exchange Act of 1934 is included under the caption "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Company's proxy statement for
the Company's 1999 Annual Meeting* and is incorporated herein by reference.


ITEM 11.            EXECUTIVE COMPENSATION


Information regarding the above is included under the captions "Remuneration of
Named Executives" and "Employment Agreements" in the Company's proxy statement
for the Company's 1999 Annual Meeting* and is incorporated herein by reference.


ITEM 12.            SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
                    MANAGEMENT


Information regarding the above is included in the following sections of the
Company's proxy statement for the Company's 1999 Annual Meeting*, which sections
are hereby incorporated by reference:

                    Security Ownership of Five Percent Beneficial Owners-page 3

                    Security Ownership of Directors and Executive Officers-pages
                    4 and 5


ITEM 13.            CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Information regarding the above is included in the following sections of the
Company's proxy statement for the Company's 1999 Annual Meeting*, which sections
are hereby incorporated by reference:

                    Certain Transactions--pages 11 and 12

----------
* To be filed within 120 days after the end of the Company's fiscal year.


                                       11
<PAGE>


PART IV


ITEM 14.            EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 
                    8-K

(a)        (1)      Financial Statements as indexed on page 8.
(a)        (2)      Financial Statement Schedule as indexed on page 8.

The consolidated balance sheets as of December 31, 1998 and 1997, and the
consolidated statements of earnings, comprehensive income, stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1998, together with the report of the independent auditors, and management's
discussion and analysis of financial condition and results of operations are
contained in the Registrant's 1998 Annual Report to Stockholders, portions of
which are filed with this Form 10-K and are incorporated herein by reference.

(a)        (3)      See list of exhibits set forth in the Index on pages 14, 15 
(b)                 and 16. None.
(c)                 See list of exhibits set forth in the Index on pages 14, 15 
                    and 16.
(d)                 Financial Statement Schedule as indexed on page 8.



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report to be signed on
its behalf by the undersigned thereunto duly authorized.

MARKET FACTS, INC.
(Registrant)



By:               TIMOTHY J. SULLIVAN
                  --------------------
                  Timothy J. Sullivan
                  Chief Financial Officer, Senior Vice President,
                  Treasurer and Director
                  (Principal Financial Officer)

By:               ANTHONY J. SOLARZ
                  -----------------
                  Anthony J. Solarz
                  Vice President and Controller
                  (Principal Accounting Officer)

Dated:            March 24, 1999




                                       12
<PAGE>


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.


VERNE B. CHURCHILL
------------------------------------                           -----------------
Verne B. Churchill                                             William W. Boyd
Chairman of the Board                                          Director


THOMAS H. PAYNE                                                JEFFERY A. OYSTER
------------------------------------                           -----------------
Thomas H. Payne                                                Jeffery A. Oyster
President, Chief Executive Officer Director
and Director
(Principal Executive Officer)


TIMOTHY J. SULLIVAN
------------------------------------                           -----------------
Timothy J. Sullivan                                            Karen E. Predow
Chief Financial Officer, Senior Vice President,                Director
Treasurer and Director
(Principal Financial Officer)


LAWRENCE W. LABASH
------------------------------------                           -----------------
Lawrence W. Labash                                             Ned L. Sherwood
Executive Vice President                                       Director
and Director


SANFORD M. SCHWARTZ
------------------------------------                           -----------------
Sanford M. Schwartz                                            Jack R. Wentworth
Executive Vice President                                       Director
and Director


ANTHONY J. SOLARZ
------------------------------------                          
Anthony J. Solarz
Vice President and Controller
(Principal Accounting Officer)








March 24, 1999



                                       13
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NUMBER      DESCRIPTION

   <S>              <C> 
   (3)(a)           Restated Certificate of Incorporation (5), as amended. (14)

   (3)(b)           By-laws as Amended and Currently in Effect. (11)

   (4)(a)           Article Fourth of the Company's Restated Certificate of Incorporation (5), as amended. (14)

   (4)(b)           Rights Agreement as Amended and Currently in Effect. (3)

   (4)(c)           Certificate of Designation, Preferences and Rights of Series B Preferred Stock. (10)

   (10.1)           Term Note dated February 23, 1995 between Market Facts, Inc. and Verne Churchill. (4)*

   (10.2)           Term Note dated February 23, 1995 between Market Facts, Inc. and Lawrence Labash. (4)*

   (10.3)           Term Note dated February 23, 1995 between Market Facts, Inc. and Thomas Payne. (4)*

   (10.4)           Term Note dated February 23, 1995 between Market Facts, Inc. and Glenn Schmidt. (4)*

   (10.5)           Term Note dated February 23, 1995 between Market Facts, Inc. and Timothy Sullivan. (16)*

   (10.6)           Demand Note and London Interbank  Offered Rate Borrowing  Agreement dated April 30, 1997,  between
                    the Company and American National Bank and Trust Company of Chicago. (16)

   (10.7)           Mortgage and Security  Agreement dated April 11, 1990 between American  National Bank and Trust
                    Company as Trustee  under Trust No.  110201-04 and The  Manufacturers  Life  Insurance  Company
                    together with Mortgage Note. (2)

   (10.8)           Credit  Agreement  dated June 7, 1996,  between the Company and Harris  Trust and Savings  Bank
                    (6), as amended (19), and Revolving Credit Note dated September 4, 1997 relating thereto. (16)

   (10.9)           Employment Agreement with Thomas H. Payne. (13)*

   (10.10)          Employment Agreement with Lawrence W. Labash. (13)*

   (10.11)          Employment Agreement with Timothy J. Sullivan. (13)*

   (10.12)          Employment Agreement with Sanford M. Schwartz. (17)*

   (10.13)          Indemnity Agreement with Jack R. Wentworth dated July 15, 1994. (1)*
                    Substantially identical agreements were also entered into with the following individuals:
                    William W. Boyd                  Karen E. Predow
                    Verne B. Churchill               Thomas H. Payne
                    Lawrence W. Labash               Sanford M. Schwartz

   (10.14)          Term Note dated March 29, 1996 between Market Facts, Inc. and Verne Churchill. (5)*

   (10.15)          Term Note dated March 29, 1996 between Market Facts, Inc. and Thomas Payne. (5)*

   (10.16)          Term Note dated March 29, 1996 between Market Facts, Inc. and Lawrence Labash. (5)*

   (10.17)          Term Note dated March 29, 1996 between Market Facts, Inc. and Timothy Sullivan. (16)*

   (10.18)          Indemnity Agreement with Timothy Sullivan dated September 3, 1997. (16)*
                    Substantially identical agreements were also entered into
                    with Ned Sherwood and Jeffery Oyster.

   (10.19)          Investment  Agreement  dated  June 6, 1996  among  the  Company,  MFI  Investors  L.P.  and MFI
                    Associates, Inc. (7)

   (10.20)          Financial Advisory Agreement dated June 6, 1996 between the Company and MFI Investors L.P. (8)
</TABLE>



                                       14
<PAGE>

<TABLE>
<CAPTION>

EXHIBIT NUMBER      DESCRIPTION
--------------      -----------

<S>                 <C>
   (10.21)          Convertible  Note  dated  June 6,  1996 in the  principal  amount of  $8,250,000  issued by the
                    Company to MFI Investors L.P. (9)
   
   (10.22)          Market Facts, Inc. 1996 Stock Plan, as amended. (12)*

   (10.23)          Stock Purchase  Agreement by and among Market Facts,  Inc.,  Kathleen Knight,  Robert Skolnick,
                    Gunilla Broadbent and BAIGlobal, Inc. dated as of July 31 1997. (15)

   (10.24)          Employment Agreement with Kathleen Knight. (15)*

   (10.25)          Employment Agreement with Robert Skolnick. (15)*

   (10.26)          Employment Agreement with Gunilla Broadbent. (15)*

   (10.27)          Underwriting  Agreement  dated October 21, 1997 by and among Market Facts,  Inc., MFI Investors
                    L.P. and the several underwriters named therein. (16)

   (10.28)          Promissory Note dated April 1, 1994 between Market Facts, Inc. and Timothy Sullivan. (16)*

   (10.29)          Term Note dated December 12, 1997 between Market Facts, Inc. and Sanford M. Schwartz. (17)*

   (10.30)          Asset  Purchase  Agreement by and among Market Facts,  Inc. TRA  Acquisition  Corp.,  Donald E.
                    Rupnow, Daniel W. Fish and Tandem Research Associates, Inc. dated as of March 31, 1998. (18)

   (10.31)          Termination Agreement dated June 4, 1998 between ZS Fund L.P. and the Company. (19)

   (10.32)          Financial Advisory Agreement dated as of January 1, 1998 between ZS Fund L.P. and the Company. (19)

   (10.33)          Financial Advisory Agreement dated as of August 1, 1998 between ZS Fund L.P. and the Company.

   (13)             Portions of the 1998 Annual Report to Stockholders incorporated herein by reference.

   (21)             Subsidiaries of the Registrant.

   (23)             Consent of KPMG LLP.

   (27)             Financial Data Schedules.
</TABLE>
-------------------
(1)    Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
       for the quarterly period ended September 30, 1994.

(2)    Incorporated by reference to Registrant's Annual Report on Form 10-K for
       its fiscal year ended December 31, 1992.

(3)    Incorporated by reference to Registrant's Form 8-A dated July 3, 1996,
       commission file number 0-04781.

(4)    Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
       for the quarterly period ended March 31, 1995.

(5)    Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
       for the quarterly period ended March 31, 1996.

(6)    Incorporated by reference to Exhibit No. (b) of Registrant's Schedule
       13E-4 dated June 11, 1996, commission file number 5-20859.

(7)    Incorporated by reference to Exhibit No. (c)(1) of Registrant's Schedule
       13E-4 dated June 11, 1996, commission file number 5-20859.

(8)    Incorporated by reference to Exhibit No. (c)(2) of Registrant's Schedule
       13E-4 dated June 11, 1996, commission file number 5-20859.

(9)    Incorporated by reference to Exhibit No. (c)(3) of Registrant's Schedule
       13E-4 dated June 11, 1996, commission file number 5-20859.



                                       15
<PAGE>

(10)   Incorporated by reference to Exhibit No. 99(c)(4) of Registrant's
       Schedule 13E-4 dated June 11, 1996, commission file number 5-20859.

(11)   Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
       for the quarterly period ended June 30, 1996.

(12)   Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
       for the quarterly period ended September 30, 1996.

(13)   Incorporated by reference to Registrant's Annual Report on Form 10-K for
       its fiscal year ended December 31, 1996.

(14)   Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
       for the quarterly period ended June 30, 1997.

(15)   Incorporated by reference to Registrant's Form 8-K dated July 31, 1997.

(16)   Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
       for the quarterly period ended September 30, 1997.

(17)   Incorporated by reference to Registrant's Annual Report on Form 10-K for
       its fiscal year ended December 31, 1997.

(18)   Incorporated by reference to Registrant's Form 8-K dated March 31, 1998.

(19)   Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
       for the quarterly period ended June 30, 1998.

*    Management contract or compensatory plan or arrangement required to be
     filed as an exhibit to this Annual Report on Form 10-K pursuant to Item
     14(c) of Form 10-K.










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