Amendment to 364-Day Credit Agreement, dated 03/23/2005



 EXHIBIT 10.5 
  
 AMENDMENT TO 364-DAY CREDIT AGREEMENT 
  
 This Amendment to 364-Day Credit Agreement (the “Amendment”), dated as of March 23, 2005, is between (i)
FactSet Research Systems, Inc. (the “Borrower”), and (ii) JPMorgan Chase Bank, N.A. (the “Bank”). 
  
 WHEREAS, the Borrower and the Bank are parties to a 364-Day Credit Agreement dated as of November 20, 1998, as amended (the “Credit
Agreement”); and 
  
 WHEREAS, the Bank and the
Borrower desire to amend the Credit Agreement to extend the Maturity Date. 
  
 NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, receipt of which is acknowledged, it is hereby agreed as follows: 
  
 Section 1. Definitions. Terms used but not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Credit Agreement. 
  
 Section 2. Amendment to Section 1.01. The definition of the term Maturity Date, in Section 1.01 of the Credit Agreement, is hereby amended to read in its entirety as follows: 
  
 “Maturity Date” means March 22, 2006. 
  
 Section 3. Representations. The Borrower hereby represents and
warrants to the Bank that: (i) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects with the same effect as if made on the date hereof, except to the extent such
representations and warranties relate to an earlier date; (ii) before and after giving effect to this Amendment, no Event of Default or Default has occurred and is continuing; and (iii) the making and performance by the Borrower of this Amendment
have been duly authorized by all necessary corporate action. 
  
 Section 4. Conditions. The amendment set forth in Section 2 above shall become effective on the date first above written provided that the Bank shall have received a counterpart of this Amendment duly executed and delivered by
the Borrower. 
  
 Section 5. Miscellaneous. Except
as specifically amended hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to “this Agreement”,
“herein”, “hereunder” and similar terms referring to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended hereby. This Amendment (i) shall become effective as of the date first above written, (ii)
shall be governed by and construed in accordance with the laws of the State of New York, and (iii) may be executed in counterpart (and by different parties hereto on different counterparts), each of which when taken together shall constitute a
single contract. Should any terms or provisions of the Credit Agreement conflict with the terms and provisions contained in this Amendment, the terms and provisions of this Amendment shall prevail. 
  
 IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Amendment as of the day and year first above written. 
  

									
	FACTSET RESEARCH SYSTEMS, INC.	 	 	 	JPMORGAN CHASE BANK, N.A.
					
	By:	 	/s/     PETER G. WALSH        	 	 	 	By:	 	/s/    T. DAVID SHORT        
	 Its:
	 	CHIEF FINANCIAL OFFICER	 	 	 	 Its:
	 	VICE PRESIDENT