EXHIBIT 10.31

                               SECOND AMENDMENT TO
                IMS HEALTH INCORPORATED SAVINGS EQUALIZATION PLAN

                         Effective as of October 1, 1999

     1. The first sentence of Article I of the IMS Health Incorporated Savings
Equalization Plan (the "Plan") is hereby amended to read in its entirety as
follows:

          "The purpose of the IMS Health Incorporated Savings Equalization Plan
          (the "Plan") is to provide a means of equalizing the benefits of those
          employees participating in the IMS Health Incorporated Savings Plan
          (the "401(k) Plan") whose matching contributions under the 401(k) Plan
          are or will be limited by the application of Sections 401(a)(17) or
          415 of the Internal Revenue Code of 1986, as amended (the "Code"), or
          by reason of the exclusion from the definition of Compensation under
          the 401(k) Plan of amounts deferred under any nonqualified deferred
          compensation plan."

     2. Article III of the Plan is hereby amended to read in its entirety as
follows:

     "III. Participation in the Plan

          All members of the 401(k) Plan shall be eligible to participate in
          this Plan whenever their benefits under the 401(k) Plan as from time
          to time in effect would exceed the limitations on benefits and
          contributions imposed by Sections 401(a)(17) or 415 of the Code or
          would be limited by reason of the exclusion from the definition of
          Compensation under the 401(k) Plan of amounts deferred under any
          nonqualified deferred compensation plan. For purposes of this Plan,
          benefits of a participant in this Plan shall be determined as though
          no provisions were contained in the 401(k) Plan incorporating
          limitations imposed by Sections 401(a)(17) or 415 of the Code or
          excluding from the definition of Compensation amounts deferred under
          any nonqualified deferred compensation plan."

     3. Article IV of the Plan is hereby amended to read in its entirety as
follows:

     "IV. Equalized Benefits

          If member participating contributions or Company contributions to the
          401(k) Plan for any calendar year are limited by reason of the
          application of Sections 401(a)(17) or 415 of the Code or the exclusion
          from the definition of Compensation under the 401(k) Plan of amounts
          deferred under any nonqualified deferred compensation plan, the
          Corporation shall pay the

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          participant, on or about March 1st of the following year, an amount
          equal to:

          (1)  the Company matching contributions that otherwise would have been
               credited to such participant's account under the 401(k) Plan if
               the limitations imposed by Sections 401(a)(17) and 415 of the
               Code and the exclusion from the definition of Compensation under
               the 401(k) Plan of amounts deferred under any nonqualified
               deferred compensation plan did not apply, plus

          (2)  an interest factor equal to one-half of the annual return which
               would have been received by the participant had such payment been
               invested eighty percent (80%) in the Special Fixed Income Fund
               (Fund C) of the 401(k) Plan and twenty percent (20%) in the BZW
               Equity Index Fund (Fund A) of the 401(k) Plan during the year,
               less

          (3)  any applicable withholding taxes."

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