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                                                              EXHIBIT 10.8

                              MARKET FACTS, INC.
                                       
                     SECOND AMENDMENT TO CREDIT AGREEMENT


Harris Trust and Savings Bank
Chicago, Illinois

Ladies and Gentlemen:

     Reference is hereby made to that certain Credit Agreement dated as of 
June 7, 1996, as heretofore amended (the "Credit Agreement") between the 
undersigned, Market Facts, Inc., a Delaware corporation (the "Company") and 
you (the "Bank"). All capitalized terms used herein without definition shall 
have the same meanings herein as such terms have in the Credit Agreement.

     The Company has requested that the Bank extend by one year the 
availability of the Revolving Credit and make certain other amendments to the 
Credit Agreement, and the Bank is willing to do so under the terms and 
conditions set forth in this Amendment.

1.   AMENDMENTS.

          1.01.     Section 5.1 of the Credit Agreement is hereby amended by 
amending the definition of "TERMINATION DATE" in its entirety and as so 
amended is restated to read as follows:

            " "Termination Date" means June 30, 1999, or such
            earlier date on which the Revolving Credit Commitment
            is terminated in whole pursuant to Section 3.3, 9.2 or
            9.3 hereof, or such later date to which the Revolving
            Credit Commitment is extended pursuant to Section 3.4
            hereof."

          1.02.     Section 8.13(d) of the Credit Agreement is hereby amended 
and as so amended shall be restated in its entirety to read as follows:

            "(d)  after giving effect to such Acquisition, the
            aggregate consideration paid by the Company and its
            Subsidiaries for such Acquisition and all other
            Acquisitions closed on and at any time after November
            1, 1997 on a cumulative basis (including as such
            consideration, the assumption by the Company or any
            Subsidiary of any Indebtedness for Borrowed Money of
            each Person acquired, but in any event excluding as
            such consideration, any capital stock or evidence of
            unsecured indebtedness in each case issued by the
            Company to the seller as consideration for an
            Acquisition) will not exceed $40,000,000;"

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2.   CONDITIONS PRECEDENT.

     The effectiveness of this Amendment is subject to the satisfaction of 
all of the following conditions precedent:

     (a)  The Company and the Bank shall have executed and delivered this 
          Amendment.

     (b)  The Company shall have delivered to the Bank copies (executed or
          certified, as may be appropriate) or resolutions adopted by the Board
          of Directors of the Company authorizing and ratifying the execution
          and delivery of this Amendment.

3.   REPRESENTATIONS.

     In order to induce the Bank to execute and deliver this Amendment, the 
Company hereby represents to the Bank that as of the date hereof, the 
representations and warranties set forth in Section 6 of the Credit Agreement 
are and shall be and remain true and correct (except that the representations 
contained in Section 6.5 shall be deemed to refer to the most recent 
financial statements of the Company delivered to the Bank) and, unless 
specifically waived in writing by the Bank, the Company is in full compliance 
with all of the terms and conditions of the Credit Agreement and no Default 
or Event of Default has occurred and is continuing under the Credit Agreement 
or shall result after giving effect to this Amendment.

4.   MISCELLANEOUS.

     (a)  The Company has heretofore executed and delivered to the Bank the 
Collateral Documents and the Company hereby acknowledges and agrees that, 
notwithstanding the execution and delivery of this Agreement, the Collateral 
Documents remain in full force and effect and the rights and remedies of the 
Bank thereunder, the obligations of the Company thereunder and the liens and 
security interests created and provided for thereunder remain in full force 
and effect and shall not be affected, impaired or discharged hereby. Nothing 
herein contained shall in any manner affect or impair the priority of the 
liens and security interests created and provided for by the Collateral 
Documents as to the indebtedness which would be secured thereby prior to 
giving effect to this Amendment.

     (b)  Except as specifically amended herein, the Credit Agreement shall 
continue in full force and effect in accordance with its original terms. 
Reference to this specific Amendment need not be made in the Credit 
Agreement, the Notes, or any other instrument or document executed in 
connection therewith, or in any certificate, letter or communication issued 
or made pursuant to or with respect to the Credit Agreement, any reference in 
any of such items to the Credit Agreement being sufficient to refer to the 
Credit Agreement as amended hereby.


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     (c)  The Company agrees to pay on demand all costs and expenses of or 
incurred by the Bank in connection with the negotiation, preparation, 
execution and delivery of this Amendment, including the fees and expenses of 
counsel for the Bank.

     (d)  This Amendment may be executed in any number of counterparts, and 
by the different parties on different counterpart signature pages, all of 
which taken together shall constitute one and the same agreement. Any of the 
parties hereto may execute this Amendment by signing any such counterpart and 
each of such counterparts shall for all purposes be deemed to be an original. 
This Amendment shall be governed by the internal laws of the State of 
Illinois.

     Dated as of June 30, 1998.


                                   MARKET FACTS, INC.

                                   By  /s/ Timothy J. Sullivan
                                     ----------------------------------
                                   Its  Senior Vice President
                                      ---------------------------------

     Accepted and agreed to in Chicago, Illinois as of the date and year last 
above written.

                                   HARRIS TRUST AND SAVINGS BANK

                                   By  /s/ Daniel K. Sabol
                                      ----------------------------------
                                   Its  Vice President


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