SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549



                                FORM 10-K/A
                              AMENDMENT NO. 1

(Mark One)
X     Annual Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 [Fee Required]

      For the fiscal year ended December 31, 1996

                      or

      Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 [No Fee Required]

      For the Transition Period From            to            .

                     Commission file number 001-12277.



                          ACNielsen Corporation
          (Exact name of registrant as specified in its charter)



          Delaware                            06-1454128
   (State of incorporation)       (I.R.S. Employer Identification No.)



  177 Broad Street, Stamford, Connecticut         06901
  (Address of principal executive offices)     (Zip Code)




   Registrant's telephone number, including area code: (203) 961-3000.

<PAGE>

The undersigned registrant hereby amends its Annual Report on Form 10-K, for 
the year ended December 31, 1996 by amending the Index to Exhibits to add 
new exhibit 99 as described below and by filing such new exhibit:

Exhibit 99 - Form 11-K Annual Report for the fiscal year ended December 31, 
     	       1996 of the ACNielsen Corporation Savings Plan.

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


          				          ACNielsen Corporation
     			 		          	      (Registrant)


           				       By: Robert J. Chrenc___________
				                      Robert J. Chrenc			
				                  Executive Vice President
			                           	and
			                   Chief Financial Officer


Date June 25, 1997

<PAGE>

INDEX TO EXHIBITS

Exhibit Number 
Regulation S-K   Description



		3  Articles of Incorporation and By-laws.

     (a)	Restated Certificate of Incorporation of the Company dated October 
         7, 1996 (filed as Exhibit 3.1 to the Company's Registration 
         Statement on Form 10, File No. 001-12277 (the "Form 10") and 
         incorporated herein by reference).

     (b)	Amended and Restated By-laws of the Company (filed as Exhibit 3.2 
         to the Form 10 and incorporated herein by reference).

		4  Instruments Defining the Rights of Security Holders, Including 
     Indentures.  

       	ACNielsen Corporation $125,000,000 Credit Agreement dated as of 
        December 19, 1996.                                                  *

		10 Material Contracts. (All of the following documents, except for items (a) 
     through (f), are management contracts or compensatory plans or 
     arrangements required to be filed pursuant to Item 14(c).)

     (a)	Distribution Agreement dated as of October 28, 1996 among The 
         Dun & Bradstreet Corporation, Cognizant Corporation and 
         ACNielsen Corporation.                                             *

     (b)	Tax Allocation Agreement dated as of October 28, 1996 among The 
         Dun & Bradstreet Corporation, Cognizant Corporation and 
         ACNielsen Corporation.                                             *

     (c)	Employee Benefits Agreement dated as of October 28, 1996 among 
         The Dun & Bradstreet Corporation, Cognizant Corporation and 
         ACNielsen Corporation.                                             *

     (d)	Intellectual Property Agreement dated as of October 28, 1996 among 
         The Dun & Bradstreet Corporation, Cognizant Corporation and 
         ACNielsen Corporation.                                             *

     (e)	TAM Master Agreement dated as of October 28, 1996 between 
         Cognizant Corporation and ACNielsen Corporation.                   *

     (f)	Indemnity and Joint Defense Agreement dated as of October 28, 
         1996 among The Dun & Bradstreet Corporation, Cognizant 
         Corporation and ACNielsen Corporation.                             *

     (g)	1996 ACNielsen Corporation Non-Employee Directors' Stock 
         Incentive Plan.                                                    *#

     (h)	1996 ACNielsen Corporation Non-Employee Directors' Deferred 
         Compensation Plan.                                                 *#

     (i)	1996 ACNielsen Corporation Key Employees' Stock Incentive Plan.    *#

     (j)	1996 ACNielsen Corporation Replacement Plan for Certain 
         Employees Holding The Dun & Bradstreet Corporation Equity-
         Based Awards.                                                      *#


<PAGE>



Exhibit Number 
Regulation S-K   Description




     (k)	1996 ACNielsen Corporation Senior Executive Incentive Plan.        *#

     (l)	1996 ACNielsen Corporation Management Incentive Bonus Plan.        *#

     (m)	ACNielsen Corporation Supplemental Executive Retirement Plan.      *#

     (n)	ACNielsen Corporation Retirement Benefit Excess Plan.              *#

     (o)	ACNielsen Corporation Executive Transition Plan.                   *#

     (p)	Form of Change-in-Control Agreements.                              *#

     (q)	Form of Option Agreement.                                          *#

     (r)	Form of LSAR Agreement.                                            *#

     (s)	Form of Directors' Restricted Stock Agreement.                     *#

		11 Statement Re Computation of Per Share Earnings.

    	Computation of Earnings Per Share of Common Stock on a Fully 
     Diluted Basis                                                          *

		13 Annual Report to Security Holders.

    	1996 Annual Report                                                     *

		21 Subsidiaries of the Registrant.

     List of Active Subsidiaries as of January 31, 1997                     *

		23 Consents of Experts and Counsel.

    	23.1  Consent of Arthur Andersen LLP                                   * 
	    23.2  Consent of Coopers & Lybrand L.L.P.                              *

		27 Financial Data Schedule.                                               *


  99 Additional Exhibit.
	    Form 11-K Annual Report for the fiscal year ended 
     December 31, 1996 of the ACNielsen Corporation 
     Savings Plan.                                                 Exhibit 99


* Filed with Form 10-K on March 26, 1997; not included with this amendment.

# This exhibit constitutes a management contract, compensatory plan, or
  arrangement.

<PAGE>


Exhibit 99


<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  Form 11-K






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

     	For the fiscal year ended December 31, 1996

                     OR

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

     For the transition period from ___________ to ____________

     Commission file number 001-12277


A.  Full title of the plan and the address of the plan, if different from that
    of the issuer named below:

    ACNielsen Corporation Savings Plan.

B.  Name of issuer of the securities held pursuant to the plan and the 
    address of its principal executive office:

    ACNielsen Corporation, 177 Broad Street, Stamford, CT 06901.


                           REQUIRED INFORMATION

       The required financial statements are attached to this report.

<PAGE>

                                SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
persons who administer the ACNielsen Corporation Savings Plan have duly 
caused this annual report to be signed on its behalf by the undersigned, 
thereunto duly authorized.


                  			ACNIELSEN CORPORATION SAVINGS PLAN
					                          (Name of Plan)



                 				BY:  _____Robert J. Chrenc___________
					                          Robert J. Chrenc
					                      Executive Vice President 
						                                and
				                     	 Chief Financial Officer		
							

Date:  June 25, 1997





























                                       1

<PAGE>


                    ACNIELSEN CORPORATION SAVINGS PLAN

                      INDEX TO FINANCIAL STATEMENTS


                                                    										Pages F-

Report of Independent Public Accountants              					         2
Statement of Net Assets Available for Plan Benefits
 with Fund Information as of December 31, 1996 				                 3
Statement of Changes in Net Assets Available for Plan Benefits
  with Fund Information for the Period from Inception (November 1, 1996)
  through December 31, 1996							                                  4
Notes to Financial Statements							                             5-11
Schedule of Assets Held for Investment Purposes as of
  December 31, 1996								                                        12
Consent of Independent Public Accountants					                     13

































                                       F-1

<PAGE>


                               _________________

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Employee Benefits Committee of ACNielsen Corporation:

   We have audited the accompanying statement of net assets available for plan 
benefits with fund information of the ACNielsen Corporation Savings Plan (the 
"Plan")  as of December 31, 1996, and the related statement of changes in net 
assets available for plan benefits with fund information for the period from 
inception (November 1, 1996) through December 31, 1996.  These financial 
statements are the responsibility of the Plan's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit. 

     We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Plan as of December 31, 1996, and the changes in its net assets available for
plan benefits for the period from inception (November 1, 1996) through
December 31, 1996, in conformity with generally accepted accounting principles.

     Our audit was performed for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental schedule of assets held 
for investment purposes is presented for the purpose of additional analysis and 
is not a required part of the basic financial statements, but is supplementary 
information required by the Department of Labor's Rules and Regulations for 
Reporting and Disclosure under the Employee Retirement Income Security Act 
of 1974. The fund information in the statement of net assets available for plan 
benefits as of December 31, 1996 and the statement of changes in net assets 
available for plan benefits for the period from inception (November 1, 1996) 
through December 31, 1996 is presented for purposes of additional analysis 
rather than to present the net assets available for plan benefits and changes
in net assets available for plan benefits of each fund.  The supplemental
schedule and the fund information have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

                                  							Arthur Andersen LLP
	

Stamford, Connecticut,
June 9, 1997

                                    F-2
<PAGE>
<TABLE>

                           ACNIELSEN CORPORATION
                               SAVINGS PLAN
            STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
                           WITH FUND INFORMATION
                          As of December 31, 1996

<CAPTION>
<S>
                           <C>          <C>         <C>           <C>          <C>          <C>          <C>       
                                                                  Long 
                                        ACNielsen   Special       Term 
                           Equity       Common      Fixed         Bond 
                           Index        Stock       Income        Index        Legacy       Loan 
                            Fund        Fund        Fund          Fund         Fund         Account      Total 
ASSETS 
 
Investments: 
 
     Cash equivalents           $46,063     $12,155      $290,997      $19,868      $75,563           $9      $444,655 
 
     Common stock                     0     155,184             0            0    4,588,343            0     4,743,527 
 
     Insurance contracts              0           0    16,379,237            0            0            0    16,379,237 
 
     Collective funds        22,530,120           0       297,146    2,740,295            0            0    25,567,561 
 
     Loans to participants            0           0             0            0            0       55,700        55,700 
 
              Total investm  22,576,183     167,339    16,967,380    2,760,163    4,663,906       55,709    47,190,680 
 
Contributions receivable 
from participants                13,212       1,247         2,539          623            0            0        17,621 
 
Transfer receivable from D&B 
Profit Participation Plan     2,497,905           0       334,344      297,314        7,980    1,457,064     4,594,607 
 
Interfund receivable (payab      17,621     163,709      (113,375)     (30,667)     (37,288)           0             0 
 
Loan payments receivable         47,589      13,311        36,554        6,777            0     (104,231)            0 
 
       Total assets          25,152,510     345,606    17,227,442    3,034,210    4,634,598    1,408,542    51,802,908 
 
Net assets available for plan 
benefits                    $25,152,510    $345,606   $17,227,442   $3,034,210   $4,634,598   $1,408,542   $51,802,908

<FN>
The accompanying notes are an integral part of these financial statements.

</FN>
</TABLE>








                                      F-3
<PAGE>
<TABLE>

                             ACNIELSEN CORPORATION
                                  SAVINGS PLAN
        STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
                             WITH FUND INFORMATION
 For The Period From Inception (November 1, 1996) Through December 31, 1996
<CAPTION>
<S>
                                             <C>          <C>        <C>            <C>         <C>         <C>          <C>
                                                                                     Long                                    
                                                      ACNielsen      Special         Term                             
                                              Equity     Common        Fixed         Bond 
                                               Index      Stock       Income        Index       Legacy       Loan
                                                Fund       Fund         Fund         Fund         Fund    Account        Total 
 
Investment income: 
 
     Interest                                   $260       $125      $88,333          $44        $140          $9      $88,911 
 
     Realized gains                            6,221          0            0            0           0           0        6,221 
 
     Unrealized appr/(depr)                1,268,621     (3,776)           0       22,094     213,339           0    1,500,278 
 
               Total income                1,275,102     (3,651)      88,333       22,138     213,479           9    1,595,410 
 
Contributions received 
from participants                            627,367    128,464      264,695       66,624           0           0    1,087,150 
 
Distributions to participants                 (1,663)       (31)      (1,072)        (253)       (259)          0       (3,278) 
 
Loans to participants                        (27,372)      (123)     (24,190)        (783)     (3,232)     55,700            0 
 
Participant loan repayments                   47,589     13,311       36,554        6,777           0    (104,231)           0 
 
Transfer from D&B Profit 
 Participation Plan                       23,411,356          0   16,842,506    2,950,802   4,461,898   1,457,064    49,123,626 
 
Interfund transfers                         (179,869)   207,636       20,616      (11,095)    (37,288)          0            0 
 
Net increase for the period               25,152,510    345,606   17,227,442    3,034,210   4,634,598   1,408,542   51,802,908 
 
Net assets available for plan benefits 
  as of November 1, 1996                           0          0            0            0           0           0            0 
 
Net assets available for plan benefits 
  as of December 31, 1996                $25,152,510   $345,606  $17,227,442   $3,034,210  $4,634,598  $1,408,542  $51,802,908

<FN>
The accompanying notes are an integral part of these financial statements.
</FN>


</TABLE>






                                    F-4

<PAGE>
                     ACNIELSEN CORPORATION SAVINGS PLAN

                        NOTES TO FINANCIAL STATEMENTS


Note 1.  Plan Description

ACNielsen Corporation ("ACNielsen" or the "Company") began operating as 
an independent, publicly-held company on November 1, 1996 (the "Distribution 
Date") as a result of the distribution on that date by The Dun & Bradstreet 
Corporation ("D&B") of the Company's $.01 par value Common Stock.  As 
part of a reorganization of its businesses, D&B also distributed all of the 
outstanding common stock of Cognizant Corporation ("Cognizant") on the 
Distribution Date.  

The ACNielsen Corporation Savings Plan (the "Plan") was adopted, effective 
November 1, 1996, for all U.S. employees of ACNielsen.  In December 1996 
and January 1997, assets from the Profit Participation Plan of The Dun & 
Bradstreet Corporation held in the accounts of ACNielsen employees were 
transferred to the Plan to the extent those employees so elected.  The assets 
transferred in December 1996 are presented in the financial statements at their 
November 1, 1996 market value.  Any unrealized appreciation/(depreciation) 
from November 1, 1996 to December 31, 1996 is included in investment 
income.  The assets transferred in January 1997 are accrued in the financial 
statements at their December 31, 1996 market value.

The following summary of major Plan provisions in effect for the Plan year is 
provided for general information purposes only.  Participants should refer to
the Plan document for more complete information.


General

The Plan is a defined contribution plan and is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).

All U.S. employees except leased employees and employees whose terms and 
conditions of employment are the subject of a collective bargaining agreement 
become eligible to participate in the Plan on their employment commencement 
date.


Contributions

Participants contribute to the Plan by authorizing payroll deductions of a
stated whole percentage subject to a maximum of 16% of the participant's
covered compensation as defined in the Plan.

A participant's contributions under the Plan may be made in the form of 
contributions from after-tax earnings and/or contributions from before-tax 
earnings, which have the effect of reducing current taxable earnings for
federal income tax purposes.  A participant's aggregate before- and after-tax 
contributions may not exceed 16% of the participant's covered compensation, 
subject to an overall limit on contributions imposed by the Internal Revenue 
Code.  For 1996, the Internal Revenue Code limit on before-tax contributions 
was $9,500.

                                  F-5

<PAGE>
                  ACNIELSEN CORPORATION SAVINGS PLAN

             NOTES TO FINANCIAL STATEMENTS - (Continued)

Note 1.  Plan Description (Cont.)

To comply with certain provisions of the Internal Revenue Code, the Plan limits
maximum covered compensation as defined by the Secretary of the Treasury.  
The maximum covered compensation for purposes of determining a 
participant's contributions under the Plan for 1996 was $150,000.


Participant Accounts

Each participant's account is credited with the participant's contribution and
an allocation of plan earnings.  The allocations are based on participant
account balances as defined.


Vesting

Participants are immediately vested in their contributions plus actual earnings
thereon.


Investment Options

Upon enrollment in the Plan, a participant may direct his or her contributions
in 10% increments in any of four investment options, with no more than 50% 
invested in the ACNielsen Common Stock Fund.  No additional amounts may 
be contributed to the Legacy Fund.

  Equity Index Fund - The Equity Index Fund is invested in the common 
stock of all or a significant portion of the companies included in the 
Standard & Poor's 500 Stock Index and approved short-term instruments to 
provide for liquidity.  The objective of the fund is to obtain a total rate of 
return (dividends plus market gains or losses) similar to that of the Standard 
& Poor's 500 Stock Index, although there can be no assurance that this 
objective will be achieved.  The Equity Index Fund is managed by BZW 
Barclays Global Investors which has exclusive responsibility for investment 
management of the fund.
 
  ACNielsen Common Stock Fund - The ACNielsen Common Stock Fund is 
invested in the common stock of ACNielsen Corporation and approved 
short-term instruments to provide for liquidity.  Bankers Trust, the Plan's 
trustee, purchases ACNielsen common stock for this fund in the open 
market in accordance with a nondiscretionary purchasing program.  The 
trustee may also purchase or accept authorized but as yet unissued shares of 
ACNielsen common stock, or shares held as treasury shares, from 
ACNielsen.

  Special Fixed Income Fund - The Special Fixed Income Fund is comprised 
of Fidelity's Managed Income Portfolio and individual investment contracts 
(ICs) with one or more insurance companies previously selected by D&B.  
The objective of the Special Fixed Income Fund is to provide a competitive  
level  of  income  over  time  while  preserving  the

                                  F-6
PAGE>

                   ACNIELSEN CORPORATION SAVINGS PLAN

               NOTES TO FINANCIAL STATEMENTS - (Continued)

Note 1.  Plan Description (Cont.)

value of the investment. As the existing ICs mature, the funds will be 
invested with Fidelity's Managed Income Portfolio.  The Managed Income 
Portfolio purchases investment contracts offered by major insurance 
companies and other approved short-term instruments to provide for 
liquidity.  Some investment contracts are purchased along with fixed 
income securities or units of bond funds which invest in such securities.  
New contributions and transfers to the Special Fixed Income Fund are 
invested in the Managed Income Portfolio which is managed by Fidelity 
Management Trust Company.

  Long Term Bond Index Fund - The Long Term Bond Index Fund is 
invested in fixed income securities, including, but not limited to, U.S. 
government and agency securities, mortgage-backed securities issued by 
agencies of the U.S. government, investment grade corporate securities and 
other short-term investments to provide for liquidity.  The objective of the 
fund is to obtain a total rate of return (interest plus market gains and
losses) similar to that of the Lehman Brothers Aggregate Bond Index, although 
there can be no assurance that this objective will be achieved.  The Long 
Term Bond Index Fund is managed by BZW Barclays Global Investors.  
The Long Term Bond Index Fund assets are managed as part of the BZW 
Barclays U.S. Debt Index Fund, a collective trust fund which has the 
objective of replicating the performance of the Lehman Brothers Aggregate 
Bond Index.
 
  Legacy Fund - The Legacy Fund replaced the Dun & Bradstreet Common 
Stock Fund in the Profit Participation Plan of The Dun & Bradstreet 
Corporation and is available only to former participants in that plan.  At the 
time of the D&B reorganization, the Dun & Bradstreet Common Stock 
Fund became a fund consisting of shares of ACNielsen, Cognizant and 
D&B.  Participants may not make additional contributions or transfers to 
this fund.

Participants are able to reallocate their entire account balances in multiples
of 10% among the funds on a monthly basis subject to the 50% limit on 
investments in the ACNielsen Common Stock Fund.  Participants may not elect 
transfers into the Legacy Fund.


Loans 

Participants may obtain loans from the Plan, which are secured by the balance 
in their accounts.  Loan transactions are recorded as transfers to/(from) the 
investment funds and from/(to) the loan account.  Principal and interest are
repaid through payroll deductions.  The Plan limits the total number and amount
of loans outstanding at any time for each participant.  The interest rate
charged on a loan for its duration is the prime rate plus two percentage
points.  Interest rates for participant loans ranged from 8.00% to 12.50% and
terms ranged from 12 months to 117 months as of December 31, 1996.

                                   F-7

<PAGE>
                 ACNIELSEN CORPORATION SAVINGS PLAN

             NOTES TO FINANCIAL STATEMENTS - (Continued)

Note 1.  Plan Description (Cont.)

Payment of Benefits

Upon termination of service with the Company, participants become eligible for 
a lump sum distribution of their account balance.  Retired and terminated 
participants who have an account balance in excess of $3,500 may elect a 
deferred distribution.  Retired participants may also elect payment in the form 
of up to 20 annual installments.


Note 2.  Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of 
accounting.


Use of Estimates 

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make significant estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosures of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reporting period.  Actual results could differ from those estimates.


Investment Valuation and Income Recognition

The Plan's investments are stated at fair value except for the insurance
contracts which are stated at contract value.  Contract value represents
principal plus accrued interest for each contract, which approximates fair
value.  Investments in common stock are valued based upon quoted market prices. 

Purchases and sales of securities are recorded on a trade-date basis.  Interest 
income is recorded on the accrual basis.


Contributions

Contributions by participants are recorded in the period payroll deductions are 
made. 


Distributions

Distributions are recorded when paid.

                                   F-8

<PAGE>
                  ACNIELSEN CORPORATION SAVINGS PLAN

              NOTES TO FINANCIAL STATEMENTS - (Continued)

Note 2.  Summary of Significant Accounting Policies  (Cont.)

Risks and Uncertainties

The Plan provides for various investment options in any combination of stocks, 
bonds, fixed income securities, collective funds, and other investment 
securities.  Such investments are exposed to various risks, such as interest
rate, market and credit.  Due to the level of risk associated with such
investments and the level of uncertainty related to changes in the value of
such investments, it is at least reasonably possible that changes in risks or
investment values in the near term could materially affect a participant's
account balance and the amounts reported in the statement of net assets
available for plan benefits with fund information and the statement of changes
in net assets available for plan benefits with fund information.


Plan Expenses

Transaction and investment manager fees relating to investments in the 
ACNielsen Common Stock Fund, Legacy Fund, Equity Index Fund, Special 
Fixed Income Fund and Long Term Bond Index Fund are paid by the Plan.  
Trustee fees and other expenses of administering the Plan are borne by the 
Company.


Note 3.  Related Party Transactions

Certain Plan investments are shares of a short term investment fund managed 
by Bankers Trust.  Bankers Trust was the trustee as of December 31, 1996 as 
defined by the Plan and, therefore, these transactions qualify as party-in-
interest transactions.


Note 4.  Plan Termination

While the Company has not expressed any intent to terminate the Plan, it is
free to do so at any time subject to the provisions of ERISA and the Internal 
Revenue Code which state that, in such event, all participants of the Plan
shall be fully vested in the amounts credited to their accounts.


Note 5.  Reconciliation of Financial Statements to Form 5500

As of December 31, 1996, the Plan had $56,976 of pending distributions to 
participants who elected to withdraw from the Plan.  These amounts are 
recorded as a liability in the Plan's Form 5500; however, in accordance with 
generally accepted accounting principles, these amounts are not recorded as a 
liability in the accompanying financial statements.

                                     F-9
<PAGE>

                   ACNIELSEN CORPORATION SAVINGS PLAN

               NOTES TO FINANCIAL STATEMENTS - (Continued)

Note 5.  Reconciliation of Financial Statements to Form 5500 (Cont.)

The following is a reconciliation of the net assets available for plan benefits 
according to the financial statements to Form 5500:

                                                         								      1996

Net assets available for plan benefits per the financial statements	$51,802,908
Amounts allocated to withdrawing participants as of 12/31/96	           (56,976)
Net assets available for plan benefits per Form 5500	              	$51,745,932

The following is a reconciliation of plan benefits paid to participants
according to the financial statements to Form 5500:
                                                      								         1996

Plan benefits paid to participants per the financial statements	      $  3,278
Amounts allocated to withdrawing participants as of 12/31/96	           56,976
Plan benefits paid to participants per Form 5500			                    $60,254

Amounts allocated to withdrawing participants are recorded on Form 5500 for 
plan benefit claims that have been processed and approved for payment prior to 
December 31, 1996 but not paid as of that date. 


Note 6.  Investment Income

For the year ended December 31, 1996, the Plan assets increased in value by 
$1,595,410 which represented interest, realized gains and unrealized 
appreciation/depreciation for the following investments:

	Cash Equivalents	        	$      696
	Common Stock			              209,564			
	Insurance Contracts		         86,697
	Collective Funds	       	  1,298,453
	      	Total		           	$1,595,410


Note 7.  Insurance Contracts

The insurance contracts are held by John Hancock Mutual Life Insurance 
Company, Metropolitan Life Insurance Company, New York Life Insurance 
Company and Principal Mutual Life Insurance Company.  There were 14 
contracts with interest rates from 5.35% to 7.30% and maturities from March 
1997 to October 2000 as of December 31, 1996.  There are no reserves against 
contract value for credit risk of the contract issuer or otherwise.




                                  F-10
<PAGE>

                   ACNIELSEN CORPORATION SAVINGS PLAN

               NOTES TO FINANCIAL STATEMENTS - (Continued)

Note 8.  Significant Investments

For the year ended December 31, 1996, the Plan had the following investments 
which represented more than five percent of the net assets available for plan 
benefits:

 Fund	                                    				Market Value
	Barclays Global Investors Equity Index Fund		$22,381,899
	Barclays Global Investors U.S. Debt Fund	 	    2,675,813


Note 9.  Tax Status

On May 27, 1997, the Company applied for a determination letter in which it 
expects the Internal Revenue Service to state that the Plan is in compliance
with the requirements for a qualified plan under Section 401(a) of the Internal 
Revenue Code and the trust is exempt from federal income taxes under the 
provisions of Section 501(a) of the Code.


Note 10.  Subsequent Events

Fidelity Management Trust Company replaced Bankers Trust Company as the 
trustee of the Plan effective April 1, 1997.  As a result of the assignment of
the new trustee and the establishment of a master trust between Fidelity 
Management Trust Company, the ACNielsen Corporation Savings Plan and the 
ACNielsen Corporation Employee Stock Ownership Plan, participants have 
new investment options during 1997.





















                                        F-11

<PAGE>



<TABLE>

                                                                                    Schedule 1
                              ACNIELSEN CORPORATION
                                  SAVINGS PLAN
              ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                             As of December 31, 1996

                                  EIN 06-1454128
                                     PLAN #001

<CAPTION>
<S>
                                            <C>           <C>             <C>         <C>                            
 Description of Investment                  Maturity Date Interest Rate   Cost        Market/Contract 
 
 Common Stock: 
      ACNielsen Corporation                                                $545,444    $532,393 
      Cognizant Corporation                                               2,337,458   2,448,765 
      Dun & Bradstreet Corporation                                        1,651,061   1,762,369 
 Total Common Stock                                                       4,533,963   4,743,527 
 
 Insurance Contracts: 
      John Hancock GAC # 8773                   1-Apr-97      6.12%         613,454     616,596 
      John Hancock GAC # 8774                   1-Oct-97      5.79%       1,496,052   1,503,313 
      John Hancock GAC # 8775                   1-Oct-98      5.98%       1,070,500   1,075,861 
      John Hancock GAC # 8776                   3-Apr-00      6.22%       1,341,040   1,348,019 
      Metropolitan Life GAC # 24710             1-Apr-99      7.30%       1,826,306   1,837,408 
      Metropolitan Life GAC # 24712             2-Oct-00      6.15%         648,029     651,364 
      Metropolitan Life GAC # 24714             2-Oct-00      6.75%       1,539,789   1,548,465 
      New York Life GAC # 30644                 1-Oct-99      7.19%       1,062,900   1,069,267 
      New York Life GAC # 30644-002             3-Apr-00      6.25%         995,123   1,000,326 
      Principal Mutual GAC # 4-26119-01        31-Mar-97      6.00%         402,288     404,309 
      Principal Mutual GAC # 4-26119-02        31-Mar-98      5.35%       1,807,492   1,815,613 
      Principal Mutual GAC # 4-26119-03        30-Sep-98      6.09%         959,337     964,228 
      Principal Mutual GAC # 4-26119-04        30-Sep-99      7.24%       1,030,443   1,036,657 
      Principal Mutual GAC # 4-26119-05         1-Oct-00      6.40%       1,499,787   1,507,811 
 Total Insurance Contracts                                               16,292,540  16,379,237 
 
 Collective Funds: 
      Barclays Global Investors Equity Index Fund                        21,240,423  22,381,899 
      Barclays Global Investors Equity Index Fund E                         148,039     148,221 
      Barclays Global Investors U.S. Debt Fund                            2,655,715   2,675,813 
      Barclays Global Investors U.S. Debt Fund E                             64,709      64,481 
      Fidelity Managed Income Portfolio                                     297,147     297,147 
 Total Collective Funds                                                  24,406,033  25,567,561 
 
 Cash Equivalents: 
*     Banker's Trust Short Term Investment Fund                             444,256     444,655 
 Total Cash Equivalents                                                     444,256     444,655 
 
#Loans To Participants                                                         -         55,700 
 
 Total Investments                                                      $45,676,792 $47,190,680

<FN>
*Denotes party in interest
#Interest rates of 8.00% to 12.50% and durations of 12 months to 117 months

 The accompanying notes to financial statements are an integral part of this schedule.
</FN>
</TABLE>

                                    F-12

<PAGE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation of 
our report included in this Form 11-K into ACNielsen Corporation's previously 
filed Registration Statement on Form S-8 (File No. 333-14085) and the related 
Prospectus.


                                   							Arthur Andersen LLP
	



Stamford, Connecticut,
June 25, 1997


































                                     F-13