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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                      -----------------------------
                               FORM 10-K
                      -----------------------------


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

           For the fiscal year ended December 31, 1997
                                            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 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.

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

     Title of each class                                Name of each exchange
                                                         on which registered
     -------------------                                ---------------------
Common Stock, par value $.01 per share. . . . . . . .. .New York Stock Exchange

Preferred Share Purchase Rights. . . . . . . . . . . . .New York Stock Exchange
      Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the preceding 12 months 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 January 31, 1998,  57,307,550 shares of Common Stock of ACNielsen
Corporation were outstanding. The aggregate market value of the shares of Common
Stock  held  by  nonaffiliates  of  the  registrant   (based  upon  its  closing
transaction price on the Composite Tape on January 30, 1998) was  approximately
$1,235 million.*

*Calculated by excluding all shares held by executive  officers and directors of
the  registrant,  without  conceding that all such persons are affiliates of the
registrant for purposes of the Federal securities laws.

                  Documents Incorporated by Reference
                  -----------------------------------
     Parts I and II:  Portions of Registrant's Annual Report to Shareholders for
     the 1997 Fiscal Year.
     Part III: Portions of Registrant's Proxy Statement dated March 13, 1998.


         The Index to Exhibits is located on Pages 18 to 20.


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<PAGE>
                                     PART I

         As used in this report,  except where the context indicates  otherwise,
the  terms  "Company"  and  "ACNielsen"  mean  ACNielsen   Corporation  and  all
subsidiaries  consolidated in the financial  statements  incorporated  herein by
reference.

ITEM 1. BUSINESS

General

         ACNielsen Corporation began operating as an independent,  publicly-held
company  on  November  1,  1996  (the  "Distribution  Date")  as a result of the
distribution  (the  "Distribution")  on  that  date  by  The  Dun  &  Bradstreet
Corporation ("D&B") to D&B's shareholders of the Company's $.01 par value Common
Stock,  at a distribution  ratio of one share of the Company for three shares of
D&B. 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.

         ACNielsen   Corporation,   which  has  its  headquarters  in  Stamford,
Connecticut,  was  incorporated  in the State of Delaware on April 30, 1996 as a
wholly-owned  subsidiary of D&B for the purpose of effecting  the  Distribution.
ACNielsen  Corporation operates principally through subsidiaries and the Company
generally  is  comprised  of the  former  D&B  businesses  that  deliver  market
research,  information  and  analysis to the  worldwide  consumer  products  and
services industries.

Description of Business

         ACNielsen is a global leader in delivering market research, information
and  analysis  to the  consumer  products  and  services  industries.  ACNielsen
services are offered in over 90 countries around the globe.  ACNielsen  provides
its clients with market research, information and analysis for understanding and
making critical decisions about their products and their markets. ACNielsen also
conducts  media  measurement  and related  businesses,  including its television
audience measurement business which operates outside the U.S. and Canada.

         ACNielsen  operates  outside  the  United  States  through  a number of
subsidiaries,  affiliates  and  joint  ventures.  In  1997,  more  than  75%  of
ACNielsen's revenues were generated outside the United States.

         ACNielsen operates across a wide spectrum of research  services.  These
services  generally  fall into four  categories:  Retail  Measurement  Services,
Customized  Research  Services,  Media  Measurement  Services and Consumer Panel
Services.

         ACNielsen also offers its  customers,  through a wide range of modeling
and analytic services, custom-tailored insights into complex marketing and sales
issues.  Typical  assignments  range from  marketing-mix  modeling  to  category
management analysis,  including topics as diverse as pricing strategy,  consumer
driven market  structure,  variety  management,  outlet  switching and promotion
tactics.

         ACNielsen's  clients  include  retailers,  brokers and  distributors of
retail information, manufacturers of consumer packaged goods and other products,
and  companies  operating in various  service  industries  (including  financial
services,  telecommunications,  advertising,  television and radio broadcasting,
motion pictures and publishing).


         ACNielsen   operates  in  one  industry   segment,   Market   Research,
Information and Analysis Services. The approximate revenues attributable to each
category of service  provided by ACNielsen were as follows for the periods shown
(in millions of dollars): 

                                                   Year ended December 31,
                                                   -----------------------
                                              1997           1996          1995
                                              ----           ----          ----

Retail Measurement...................... $     989      $     974     $     938
Customized Research.....................       191            188           172
Media Measurement.......................       120            114            99
Consumer Panel..........................        92             83            72
                                       ------------     ----------    ----------
             Total...................... $ 1,392       $  1,359      $  1,281
                                       ============     ==========    ==========


                                       1
<PAGE>



         The number of full-time equivalent employees of the Company at December
31, 1997 was approximately 19,800. Of this number, approximately 2,342 full-time
equivalent  employees  are located in the United  States,  and none of these are
represented  by labor  unions.  ACNielsen's  non-U.S.  employees  are subject to
numerous  labor council or similar  relationships  which vary due to the diverse
cultures in which ACNielsen  operates.  Management believes that labor relations
generally are  satisfactory  and have been  maintained in a normal and customary
manner.

Retail Measurement Services

         Through its Retail Measurement Services, the cornerstone of ACNielsen's
business, the Company delivers data to customers on product movement and related
causal information (ie. coupons,  in-store  promotions  and  other  information
or conditions affecting sales) on six continents. Introduced in 1933, 
ACNielsen's original  Food and Drug Indexes soon became the industry  
measurement tool for understanding the dynamics of product  sales.  Over the 
years,  technology  has dramatically  improved  ACNielsen's  ability to collect 
and analyze  information from retailers and consumers.  The availability of 
scanning technology in retail outlets  in many  countries  around the world has
broadened  both the scope and capabilities of ACNielsen's original retail 
indexes.

         ACNielsen's  Retail  Measurement  Services  are  available  in  over 65
countries.  Retail  Measurement  Services  include  scanning  and  retail  audit
services,  account  level  reports,  information  delivery,   merchandising  and
category management  services and marketing and sales  applications,  along with
modeling and analytic services.

         Further expanding its global services, in late 1997, ACNielsen acquired
Entertainment  Data,  Inc.  (EDI), a provider of box office  information for the
motion  picture  industry.  Based in Beverly  Hills,  California,  EDI  provides
overnight  information  on box office  receipts to studios and exhibitors in the
U.S.  motion picture  industry.  EDI also has  operations in the U.K.,  Germany,
Spain and France.  The information  provided by EDI helps users decide where and
for how long a movie  will  play,  as well as how  advertising  and  promotional
dollars will be spent.

Scanning

         Using the bar codes  printed on  products  and  scanners  installed  in
retail outlets,  ACNielsen gathers  information from stores in the United
States and Canada and  certain  countries  in  Europe,  Latin  America  and Asia
Pacific. ACNielsen's customers can monitor performance trends and evaluate price
and promotion effectiveness by tracking and forecasting  non-promoted as well as
promotional product movement.

         ACNielsen  offers a number  of  additional  services  to  enhance  each
customer's understanding of its markets. Among these are services reporting data
by  customer-defined  markets,  services  aggregating  consumer data in multiple
channels,  and  services  disaggregating  data to  satisfy  particular  needs of
customers.

Retail Audit

         In addition to scanning data (which is available only in certain 
industry sectors and in certain countries), retail audit is a valuable source of
market information as a basic  measurement tool and as a supplement to  
scanning data.  Retail audit  involves  the  continuous  measurement  by
ACNielsen field auditors of product and category performance in the retail
trade, and reporting to clients  on sales,  distribution,  stocks,  prices
and other measures which assist them in marketing and trade negotiations.

         Retail Audit is divided into industry  segments,  traditionally  called
Indexes.  The Food Index is generally the largest, but there are also Health and
Beauty,  Durables,  Confectionery,  Liquor, Cash & Carry, plus a number of local
country Indexes.

In-Store Observation

         ACNielsen field auditors  collect data on where products are located in
stores,  how many facings they have, on which shelves they are positioned,  etc.
(broken down by store type,  store size and geographic  region).  ACNielsen also
collects causal data.  These data add to market insights and help to monitor the
implementation  of  retailer/manufacturer  promotional  agreements  in  terms of
numeric distribution, space allocation and promotional execution.

Levels of Information

         ACNielsen provides information and insight to customers from a macro to
a micro  level.  Whether  on a country,  market or  individual  retailer  level,
ACNielsen  measures  the  competitive  environment  in which  manufacturers  and
retailers  conduct  business.  In some  countries  ACNielsen also provides store
census data which allow  retailers  and  manufacturers  to  understand  consumer
behavior  within a specific  store or group of stores as well as within a retail
trading area.

                                       2

<PAGE>

         ACNielsen's  account-specific  information provides sales and marketing
managers with a comprehensive array of retailer-specific sales and merchandising
information,   producing  reports  of  product  and  category  performance  that
encompass an organization's own brands as well as competing brands.

         On a global basis,  ACNielsen sells and provides to its  multi-national
customers  international reports within and across country boundaries.  Products
include an International  Database  (periodic reports of a multi-country  retail
database) and an International  Market Report (a one-time report on a market and
its competitive environment).

Delivery of Information

         ACNielsen  converts the data which it collects into  insights  yielding
competitive   advantage  for  its  clients.   These  include   multi-dimensional
reporting,  analytical modeling,  data navigation and expert systems tools, with
services  offered in over 65 countries.  ACNielsen  delivers its  information to
customers  on-line,  via  CD-ROM  and other  electronic  media,  and in  printed
reports.

         ACNielsen INF*ACT Workstation software is an integrated Windows-based
analytical and  applications  development tool set used worldwide by ACNielsen's
customers. Employing on-line analytical processing capabilities, the Workstation
enables  organizations  to access  and  analyze a wide  range of  corporate  and
syndicated information.

         ACNielsen also offers a series of  Windows-based  intelligent  business
applications that enhance ACNielsen INF*ACT  Workstation  functionality,  giving
organizations the ability to plan, analyze and execute successful  marketing and
sales programs.  Among these  applications are Opportunity  Explorer,  Executive
Spotlight, Business Review, Trade Manager, Category Manager, Promotion
Optimizer, BrandView and BrandTrack.

         In addition,  ACNielsen offers merchandising tools through the SPACEMAN
portfolio of products and the PRICEMAN products.

Customized Research Services

         Customized  Research  Services  are used by  manufacturers,  retailers,
financial  institutions and other service  organizations that seek to understand
the position of their  current,  new and  proposed  products and services in the
marketplace.  With  customized  research  capabilities  in more than half of the
countries in which it operates, ACNielsen is well-positioned to offer its global
retail measurement clients, including both manufacturers and retailers, consumer
insights  from  customized  research  as  well  as an understanding of  dynamic 
new  markets  such  as  entertainment,  fast  foods,  financial  services  and 
telecommunications.

         In the fourth quarter,  the Company launched Customer eQ in the Asia 
Pacific Region, ACNielsen's  first  proprietary  customized  research  product
in that  region.  Customer  eQ is  designed  to enable  clients to more  
effectively  measure  and evaluate such factors as customer  satisfaction  and 
loyalty that  influence the value of their businesses.

         In  addition  to  services  at  the  country  level,  ACNielsen  offers
multi-country  customized studies at both the regional and global levels and has
specialist  offices in Hong Kong, London, New York, Tokyo and Singapore to carry
out customized research in Asia  Pacific,  Western  Europe,  North and South 
America, the Middle East and Africa.

Media Measurement Services

         The  information   produced  by  Media  Measurement  Services  includes
audience estimates for television, radio and print, plus advertising expenditure
measurement  and  customized  media  research.  Television and radio ratings and
readership data are used by program producers,  broadcasters,  publishers, media
planners, airtime buyers and others, on behalf of manufacturers/advertisers  and
media  owners,  to  determine  the best,  most  cost-efficient  way of  reaching
customers.

         ACNielsen's  television audience  measurement  services,  which operate
outside the United  States and Canada,  generally use  representative  panels of
households,  each with a meter attached to each television in the household. The
meters register viewership,  which can be matched with broadcast  information to
identify viewing of specific  programs.  In a few countries  written diaries are
used instead of, or in addition to, meters,  with viewers  writing the channels,
programs  and the times  watched.  With both meter and diary  panels,  aggregate
individual  and  household  viewing is projected to represent  national  viewing
habits.

         Outside of Latin America,  ACNielsen's  television audience measurement
services are  operational in  approximately  18 countries, primarily in the Asia
Pacific  Region.  Indonesia  converted its  diary-based  measurement  systems to
electronic  meters in 1997.  A joint  venture in which  ACNielsen is a partner 
is currently establishing a meter panel in India.


                                       3
<PAGE>

         In connection  with the  Distribution,  ACNielsen  entered into the TAM
Master  Agreement (the "TAM Master  Agreement")  with Cognizant  relating to the
conduct of the television  audience  measurement  business (the "TAM Business").
See "TAM  Master  Agreement"  below for  further  information  on the TAM Master
Agreement.

         ACNielsen's  advertising  expenditure  measurement  services provide to
customers,   primarily   advertising  agencies  and   manufacturers/advertisers,
verification  that  individual   commercials  or  commercial  campaigns  ran  as
contracted,  report  the  costs  of  the  manufacturers'  own  and  competitors'
advertisements and alert users to new and competitive ad campaigns.

         Effective  January  1998,  the  Company  became  a  partner  in a joint
venture, IBOPE Media Information. The joint venture, operating in Latin America,
offers television audience measurement services in nine markets,  provides radio
audience  measurement  services in two  countries  and  advertising  expenditure
measurement services in four countries.

Consumer Panel Services

         Consumer  Panel  Services  help   organizations   achieve   competitive
advantage by applying  consumer  insights  derived from the  ACNielsen  consumer
panel  database.  With a  comprehensive  portfolio  of tools for  reporting  and
analysis,  ACNielsen  measures the  multi-faceted  dynamics of consumer behavior
across all outlets including:  consumer demographics,  percentages of households
purchasing,  products and quantities purchased, frequency of purchases, shopping
trips and shopping expenditures,  price and promotion  sensitivity,  price paid,
and attitude and usage information.

         In the United States,  the ACNielsen  Consumer Panel,  called Homescan,
consists of approximately 52,000  demographically  balanced U.S. households that
use hand-held  scanners to record every  bar-coded item  purchased.  Outside the
United States,  more than 67,000  households in 14 countries are included in the
ACNielsen consumer panel databases.

         ACNielsen  employs  multiple data collection  processes  throughout the
world. In the United States and several other countries  covering  approximately
90% of total panel  households  worldwide,  ACNielsen  installs in-home scanners
with which  panelists  scan  items at home as they  unpack  purchases  from each
shopping trip,  recording price,  promotions and quantity purchased,  as well as
the age and gender of the shopper and intended user.  Information detailing each
shopping trip is immediately transmitted, via telephone lines, to ACNielsen.

         Consumer  panel  applications  can be used by  both  manufacturers  and
retailers to understand demographics and purchasing habits of consumers. As with
all information derived from the ACNielsen Consumer Panel, data capture activity
is from  all  outlet  types  including  grocery,  drug,  mass  merchandiser  and
warehouse  clubs.  Customers can choose from a wide variety of  applications  or
analyses, from syndicated to customized and basic to complex. ACNielsen offers a
full suite of syndicated  category management  applications.  These reports give
manufacturers  and  retailers  insights  into cross  outlet  shopping,  consumer
loyalty  and the value of  consumer  segments  such as the value of core  versus
occasional shoppers.

         ACNielsen also provides delivery tools that allow marketers to process,
chart and analyze ACNielsen Consumer Panel information quickly and easily. Among
these are CD-ROM  tools and  Panel*Fact  for Windows,  which enable  managers to
create customized  reports to meet their individual  analytic needs and to share
data and analyses with various members within an organization.

Relationship Among ACNielsen, D&B and Cognizant after the Distribution

         Prior to the  Distribution,  D&B,  Cognizant and ACNielsen entered into
certain agreements  governing their relationship  subsequent to the Distribution
and providing for the  allocation  of tax,  employee  benefits and certain other
liabilities and obligations arising from periods prior to the Distribution.  The
following  description  summarizes  certain  terms  of such  agreements,  but is
qualified  by reference to the texts of such  agreements  which were  previously
filed with the Securities and Exchange Commission.

Distribution Agreement

         D&B, Cognizant  and  ACNielsen  entered  into a Distribution  Agreement
providing for, among other things,  certain corporate  transactions  required to
effect  the  Distribution  and  other  arrangements  among  D&B,  Cognizant  and
ACNielsen subsequent to the Distribution.

         In  particular,  the  Distribution  Agreement  defined  the  assets and
liabilities  allocated  to and assumed by Cognizant  and those  allocated to and
assumed by ACNielsen.  The Distribution  Agreement also defined what constituted
the "Cognizant Business" and what constituted the "ACNielsen Business".


                                       4
<PAGE>

         Pursuant to the Distribution Agreement,  D&B transferred all its right,
title and interest in the assets comprising the Cognizant  Business to Cognizant
and all its right,  title and interest in the assets  comprising  the  ACNielsen
Business to ACNielsen;  Cognizant  transferred all its right, title and interest
in the assets  comprising  the D&B business to D&B and all its right,  title and
interest in the assets  comprising  the  ACNielsen  Business to  ACNielsen;  and
ACNielsen transferred all its right, title and interest in the assets comprising
the D&B  business  to D&B and all its right,  title and  interest  in the assets
comprising  the  Cognizant  Business to Cognizant.  All assets were  transferred
without any  representation  or  warranty,  "as  is-where  is", and the relevant
transferee  bears  the risk  that any  necessary  consent  to  transfer  was not
obtained.

         The   Distribution   Agreement   provided  for,   among  other  things,
assumptions of liabilities and cross indemnities designed to allocate generally,
effective  as  of  the  Distribution  Date,  financial  responsibility  for  the
liabilities  arising out of or in connection  with (i) the  Cognizant  Business,
including the IMS and Nielsen Media Research businesses,  to Cognizant, (ii) the
ACNielsen Business to ACNielsen and (iii) all other liabilities to D&B.

         Pursuant to the  Distribution  Agreement,  neither D&B,  Cognizant  nor
ACNielsen  may  take  any  action  that  would   jeopardize   the  intended  tax
consequences  of the  Distribution.  Specifically,  each of D&B,  Cognizant  and
ACNielsen  agreed to  maintain  its  status as a company  engaged  in the active
conduct of a trade or  business,  as defined in Section  355(b) of the  Internal
Revenue Code, until the second  anniversary of the Distribution Date. As part of
the request for a ruling that the  Distribution  be tax free for Federal  income
tax  purposes,  ACNielsen  represented  to the Internal  Revenue  Service  that,
subject to certain exceptions,  it had no plan or intent to liquidate,  merge or
sell all or  substantially  all of its assets.  As a result,  ACNielsen  may not
initiate  any action  leading to a change of control as such action could result
in the foregoing  representations,  and the ruling based  thereon,  being called
into question. Accordingly, the acquisition of control of ACNielsen prior to the
second  anniversary of the Distribution may be more difficult or less likely to
occur because of the potential substantial contractual damages associated with a
breach of such provisions of the Distribution Agreement.

Tax Allocation Agreement

         D&B, Cognizant and ACNielsen entered into a Tax Allocation Agreement to
the effect that D&B will pay its entire  consolidated  tax liability for the tax
years that Cognizant and ACNielsen were included in D&B's  consolidated  Federal
income  tax  return.  For  periods  prior  to the  Distribution  Date,  D&B will
generally  be liable for state and local taxes  measured by income or imposed in
lieu of income taxes. The Tax Allocation  Agreement  allocates liability to D&B,
Cognizant  and ACNielsen  for their  respective  shares of other state and local
taxes  as well  as any  foreign  taxes  attributable  to  periods  prior  to the
Distribution Date, as well as certain other matters.

Employee Benefits Agreement

         D&B,   Cognizant  and  ACNielsen  entered  into  an  Employee  Benefits
Agreement which allocates  responsibility for certain employee benefits matters
on and after the Distribution Date.

         Pursuant to the Employee Benefits Agreement (i) ACNielsen adopted a new
defined  benefit  pension plan for its U.S.  employees,  (ii) D&B is required to
continue to sponsor its plan for the  benefit of its U.S.  employees  as well as
former employees who terminated  employment on or prior to the Distribution Date
and (iii) assets and liabilities of the D&B pension plan that were  attributable
to ACNielsen employees were transferred to the new ACNielsen plan.

         Pursuant to the Employee Benefits Agreement,  D&B is required to retain
the liability for all benefits  under D&B's  nonqualified  supplemental  pension
plans that were vested prior to the Distribution Date, but ACNielsen is required
to guarantee payment of these benefits to its employees in the event that D&B is
unable to satisfy its obligations.

         D&B,  Cognizant  and  ACNielsen  each  generally  retain the  severance
liabilities of their respective employees who terminated employment prior to the
Distribution Date.

Indemnity and Joint Defense Agreement

         D&B,  Cognizant  and  ACNielsen  entered into the  Indemnity  and Joint
Defense  Agreement  pursuant  to which they  agreed (i) to certain  arrangements
allocating potential liabilities ("IRI Liabilities") that may arise out of or in
connection with the IRI Action, as defined below in "Item 3, Legal Proceedings",
and (ii) to conduct a joint defense of such action.

         In particular,  the Indemnity and Joint Defense Agreement provides that
ACNielsen will assume  exclusive  liability for IRI  Liabilities up to a maximum
amount to be determined at the time such  liabilities,  if any,  become  payable
(the "ACN  Maximum  Amount")  and that  Cognizant  and D&B will share  liability
equally  for any amounts in excess of the ACN  Maximum  Amount.  The 


                                       5
<PAGE>

ACN Maximum Amount will be determined by an  investment  banking firm as the 
maximum  amount which  ACNielsen is able to pay after giving effect to (i) any 
plan submitted by such  investment bank which is designed to maximize the 
claims paying ability of ACNielsen without  impairing the investment  banking 
firm's ability to deliver a viability  opinion (but which will not require any
action requiring  stockholder approval),  and (ii) payment of related fees and 
expenses.  For these  purposes, financial viability means the ability of 
ACNielsen,  after giving effect to such plan,  the  payment  of related  fees 
and  expenses  and the  payment of the ACN Maximum  Amount,  to pay its debts
as they become due and to finance the current and  anticipated   operating  and
capital  requirements  of  its  business,  as reconstituted  by such  plan, 
for two  years  from the  date  any such  plan is expected to be implemented.

         In addition,  ACNielsen  agreed to certain  restrictions on payments of
dividends and share repurchases  above specified  levels.  ACNielsen also agreed
not to engage in mergers, acquisitions or dispositions,  including joint venture
investments, if, after giving effect to any such transaction, ACNielsen would be
unable  to meet a  specified  fixed  charge  coverage  ratio,  and,  if any such
transaction  involves  aggregate  consideration  in excess of $50 million,  then
ACNielsen is also  required to receive and to cause to be delivered to Cognizant
and D&B an investment banker's fairness opinion.

         The  Indemnity  and Joint  Defense  Agreement  also sets forth  certain
provisions governing the defense of the IRI Action pursuant to which the parties
agree to be  represented  by the same counsel.  Legal  expenses are to be shared
equally by the three parties.

TAM Master Agreement

         Cognizant and ACNielsen entered into the TAM Master Agreement relating
to  the  conduct of the  television  audience  measurement  business  (the "TAM 
Business").

         Pursuant to the TAM Master Agreement and certain ancillary  trademark
and technology licensing agreements (together with the TAM Master Agreement, the
"TAM Agreement"), Cognizant or a newly established entity is required to license
to ACNielsen (i) a non-exclusive right to use certain  trademarks in connection
with the TAM  Business  outside the United  States and Canada for five years and
(ii) a non-exclusive right to use specified technology in Australia, Ireland and
India in  connection  with the TAM Business for five years or such longer period
as is required to fulfill contractual  obligations  existing on the Distribution
Date.

         In  the  event  that  on or  prior  to  the  third  anniversary  of the
Distribution Date,  ACNielsen determines to sell all or substantially all of (i)
its  assets or the  assets of the TAM  Business  (as  defined  in the TAM Master
Agreement),  or (ii) its assets that generate more than 50% of the TAM Business,
or  ACNielsen  takes  action to be acquired  or is  acquired  by a third  party,
Cognizant  will have the right to require  ACNielsen to sell all of  ACNielsen's
TAM Business to Cognizant at the book value thereof (as calculated in accordance
with the TAM Master Agreement) plus certain transfer costs. In addition,  in the
event that prior to the third  anniversary of the Distribution  Date,  ACNielsen
determines to sell all or substantially  all of its TAM Business in a particular
country,  Cognizant  will  have the  right to  require  ACNielsen  to sell  such
business to Cognizant at the book value  thereof (as  calculated  in  accordance
with the TAM Master Agreement) plus certain transfer costs.

Intellectual Property Agreement

         D&B,  Cognizant and  ACNielsen  entered into an  Intellectual  Property
Agreement (the "IP  Agreement")  providing for the allocation and recognition by
and  among  these  companies  of rights  under  patents,  copyrights,  software,
technology,  trade secrets and certain other intellectual property owned by D&B,
Cognizant or ACNielsen and their respective  subsidiaries as of the Distribution
Date. The IP Agreement also contains various provisions governing the future use
of  certain  trademarks  owned  by  ACNielsen  prior to the  Distribution  Date,
including limitations upon both Cognizant's and ACNielsen's use of the "Nielsen"
name,  standing alone or as part of a name describing any new product or service
to be offered. (See Item 1- "Intellectual Property.")

Competition

         ACNielsen  has numerous  competitors  in its various  lines of business
throughout the world. Some are companies with diverse product and service lines;
others have more limited product and service  offerings.  Competition comes from
companies  specializing in marketing research; the in-house research departments
of  manufacturers  and  advertising  agencies;   retailers  selling  information
directly or through brokers;  information management and software companies; and
consulting and accounting firms.

         In Retail Measurement Services, ACNielsen's principal competitor in the
United  States is  Information  Resources,  Inc.  (IRI).  IRI is also  active in
Canada,  Europe and Latin America by itself and through joint  ventures with GFK
(Germany),  Taylor  Nelson  AGB/Sofres  in Europe  and other  companies,  and is
expanding globally.


                                       6
<PAGE>

         In Customized  Research Services,  a significant  competitor is Kantar,
the marketing  research arm of WPP Group Plc.,  which operates  globally through
BMRB International, Millward Brown International and Research International.

         In Media Measurement Services,  significant  competitors include Taylor
Nelson AGB/Sofres, GFK, AGBItalia, and Video Research (Japan).

         In  Consumer  Panel  Services,  significant  competitors  include  NPD,
operating in North America, and the Europanel consortium,  which includes Taylor
Nelson AGB/Sofres and GFK, operating in Europe. IRI also competes in this area.

         Principal   competitive  factors  include   innovation,   the  quality,
reliability and  comprehensivesness of analytical services and data, flexibility
in  tailoring  services  to  client  needs,  price, and  geographical and market
coverage.

Foreign Operations

         As indicated above,  ACNielsen engages in a significant  portion of its
business  outside of the United  States,  with more than 75% of its  revenues in
1997 being generated through non-U.S.  sources.  ACNielsen's  foreign operations
are  subject to the usual risks  inherent  in  carrying on business  outside the
United States,  including  fluctuations in relative  currency  values,  possible
nationalization,  expropriation,  price controls or other restrictive government
actions. ACNielsen believes that the risk of nationalization or expropriation is
reduced because its products are services and information,  rather than products
which require manufacturing facilities or the use of natural resources.

Intellectual Property

         ACNielsen owns and controls trade  secrets,  confidential  information,
trademarks,  trade names,  copyrights  and other  intellectual  property  rights
which,  in the aggregate,  are of material  importance to ACNielsen's  business.
Management of ACNielsen  believes that the  "ACNielsen"  name and related names,
marks and logos are of material  importance to ACNielsen.  ACNielsen is licensed
to use certain  technology  and other  intellectual  property  rights  owned and
controlled  by others,  and,  similarly,  other  companies  are  licensed to use
certain technology and other  intellectual  property rights owned and controlled
by ACNielsen.

         Pursuant  to  the  Intellectual  Property  (IP)  Agreement  among  D&B,
Cognizant  and  ACNielsen,  ACNielsen  has  exclusive  rights  to the use of the
"ACNielsen"  name worldwide;  however,  ACNielsen's  future use of the "Nielsen"
name  standing  alone is  prohibited  and,  as a part of a name  describing  new
products  and  services to be  offered,  is subject to certain  limitations.  In
addition,  the IP Agreement also provided for the establishment of a new entity,
jointly  owned  by  Cognizant  and  ACNielsen,  into  which  certain  trademarks
incorporating  or  relating  to  the "Nielsen"  name in various  countries  were
assigned.  This entity is obligated to license such trademarks on a royalty-free
basis to Cognizant or ACNielsen for use in a manner consistent with the terms of
the IP Agreement  and for purposes of  conducting  their  respective  businesses
after the  Distribution,  and is responsible for preserving the quality of those
trademarks and minimizing  any risk of possible  confusion.  Pursuant to the TAM
Agreement, Cognizant is required to grant ACNielsen a non-exclusive right to use
certain trademarks and technology, as described in "TAM Master Agreement" above.
ACNielsen  shall  not be licensed  to use any such  trademarks or technology in
connection  with the conduct  of the TAM Business  within  the United States or
Canada. 

         The  technology  and other  intellectual  property  rights licensed by 
ACNielsen are important  to  its  business, although  management  of  ACNielsen
believes that ACNielsen's  business,  as a whole, is not dependent upon any one
intellectual property or group of such properties.

         The names of ACNielsen's  products and services  referred to herein are
registered or  unregistered  trademarks or service marks owned by or licensed to
ACNielsen or its subsidiaries.

Forward-Looking Statements

         The Company may from time to time make oral forward-looking statements.
In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform  Act of 1995,  the  Company is hereby  identifying  important
factors  that  could  cause  actual  results  to differ  materially  from  those
contained in any forward-looking  statement made by or on behalf of the Company.
Any such  statement  is  qualified  by  reference  to the  following  cautionary
statements.

         The  Company is  currently  implementing  a  turnaround  strategy,  the
success  of which  depends in large part on the  Company's  ability to  collect,
process and deliver data in a timely,  cost-effective  and high quality  manner;
reduce costs and improve  productivity;  and  integrate and  centralize  various
foreign operations.  Data collection is largely dependent on the availability of
retail  sources  that are  willing  to sell the data to the  Company  at  prices
acceptable  to  the  Company.  In  addition,  the  Company  operates  in  highly
competitive  markets  and its  businesses  are  subject  to  changes  in general
economic conditions which impact the Company's clients' demand for the Company's
services;   significant  price  and  service  competition;  rapid  technological
developments in the collection,  

                                       7
<PAGE>

manipulation  and delivery of information;  the impact of foreign  exchange  
rate  fluctuations  since so much of the  Company's earnings  are  generated 
abroad;  the  degree  of  acceptance  of  new  product introductions; and the
uncertainties of litigation, including the IRI Action; as well  as  other  
risks  and  uncertainties  detailed  from  time  to time in the Company's 
Securities and Exchange  Commission  filings.  Developments in any of these 
areas could cause the  Company's  results to differ from results that have
been or may be projected by or on behalf of the  Company.  The Company  cautions
that the foregoing list of important factors is not exclusive.  The Company does
not undertake to update any forward-looking statement that may be made from time
to time by or on behalf of the Company.

Financial Information about Industry Segments

As stated above, the Company operates in one industry segment,  Market Research,
Information and Analysis Services.

Financial Information about Foreign and Domestic Operations and Export Sales

         The response to item 101(d) of Regulation S-K is incorporated herein by
reference to Note 17 Operations by Geographic Area on Page 54 of the 1997 Annual
Report.


ITEM 2.  PROPERTIES

         ACNielsen's  real  properties  are  geographically  distributed to meet
sales and operating requirements  worldwide.  Most of ACNielsen's properties are
leased from third parties,  including D&B and Cognizant.  ACNielsen's properties
are  generally  considered  to be both  suitable  and  adequate to meet  current
operating requirements and virtually all space is being utilized.

ITEM 3. LEGAL PROCEEDINGS

         On July 29, 1996, Information Resources, Inc. ("IRI") filed a complaint
in the United  States  District  Court for the  Southern  District  of New York,
naming as defendants  D&B, A.C.  Nielsen  Company  (which is a subsidiary of the
Company, "ACNielsenCo") and I.M.S. International, Inc., a subsidiary of
Cognizant Corporation ("IMS") (the "IRI Action").

         The complaint alleges various violations of the United States antitrust
laws:  (1) a  violation  of  Section 1 of the  Sherman  Act  through  an alleged
practice of tying ACNielsenCo  services in different countries or of ACNielsenCo
and IMS  services;  (2) a  violation  of Section 1 of the  Sherman  Act  through
alleged  unreasonable  restraints of trade consisting of the contracts described
above and through alleged long-term  agreements with  multi-national  customers;
(3) a violation of Section 2 of the Sherman Act for monopolization and attempted
monopolization  of export markets  through  alleged  exclusive data  acquisition
agreements  with  retailers in foreign  countries,  the contracts with customers
described  above,  and other means;  (4) a violation of Section 2 of the Sherman
Act for attempted monopolization of the United States market through the alleged
exclusive data agreements  described above,  predatory pricing, and other means;
and (5) a violation of Section 2 of the Sherman Act for an alleged use of market
power in export  markets to gain an unfair  competitive  advantage in the United
States.

         The  complaint  also alleges two claims of tortious  interference  with
contract and tortious  interference  with a prospective  business  relationship.
These claims relate to the  acquisition  by defendants of Survey  Research Group
Limited  ("SRG").  IRI alleges that SRG violated an alleged  agreement  with IRI
when it agreed to be acquired by defendants and that  defendants  induced SRG to
breach that agreement.

          IRI's  complaint  alleges  damages  in excess of $350  million,  which
amount  IRI has asked to be trebled  under the  antitrust  laws.  IRI also seeks
punitive damages in an unspecified amount.

         By notice of motion  dated  October 15, 1996,  defendants  moved for an
order  dismissing all claims in the complaint.  On May 6, 1997 the United States
District  Court for the  Southern  District of New York issued a decision on the
motion to dismiss.  The Court dismissed IRI's claim of attempted  monopolization
in the United States with leave to replead  within sixty days.  The Court denied
defendants'  motion with respect to the remaining  claims in the  complaint.  On
June 3, 1997,  defendants filed an answer and  counterclaims.  Defendants denied
all material  allegations of the complaint.  In addition,  ACNielsenCo  asserted
counterclaims  against  IRI  alleging  that IRI has made  false  and  misleading
statements about ACNielsenCo's  services and commercial activities and that such
conduct  constitutes  a violation of Section  43(a) of the Lanham Act and unfair
competition. ACNielsenCo seeks injunctive relief and damages.


                                       8
<PAGE>

         On July 7, 1997, IRI filed an amended  complaint seeking to replead the
claim of attempted monopolization in the United States, which had been dismissed
by the Court in its May 6, 1997  decision.  By notice of motion dated August 18,
1997, defendants moved for an order dismissing the amended claim. On December 1,
1997, the Court denied defendants' motion.

         In connection with such action,  D&B,  Cognizant (the parent company of
IMS) and the Company have entered into the Indemnity and Joint Defense Agreement
described in "Item 1, Indemnity and Joint Defense Agreement".

         The  Indemnity  and  Joint  Defense   Agreement  also  imposes  certain
restrictions  on the payment of cash dividends and the ability of the Company to
purchase its stock.

         Management  of  ACNielsen  is unable to  predict at this time the final
outcome of the IRI Action or whether its resolution could materially  affect the
Company's results of operations, cash flows or financial position.

         The  Company  and its  subsidiaries  are also  involved  in other legal
proceedings and litigation  arising in the ordinary  course of business.  In the
opinion of management, the outcome of such current legal proceedings, claims and
litigation,  if decided adversely,  could have a material effect on quarterly or
annual  operating  results  or cash  flows  when  resolved  in a future  period.
However, in the opinion of management,  these matters will not materially affect
the Company's consolidated financial position.



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

         Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

        Executive  officers are elected by the Board of Directors to hold office
at the pleasure of the Board of Directors.

        Listed below are the  executive  officers of the  registrant at March 1,
1998 and brief  summaries  of their  business  experience  during  the past five
years.

        Name                        Title                                    Age

Nicholas L. Trivisonno  Chairman and Chief Executive Officer*                 50
Robert J  Lievense      President and Chief Operating Officer*                52
Michael P. Connors      Vice Chairman*                                        42
Earl H. Doppelt         Executive Vice President and General Counsel          44
Robert J. Chrenc        Executive Vice President and Chief Financial Officer  53


  *Member of the Board of Directors.


        Mr.  Trivisonno  was elected  Chairman  and Chief  Executive  Officer of
ACNielsen, effective May 1996; he served as Executive Vice President-Finance and
Chief Financial Officer of D&B (business information),  effective September 1995
through  November 1, 1996.  Prior  thereto,  he had served with GTE  Corporation
(telecommunications)  as Executive Vice  President-Strategic  Planning and Group
President,  effective  October  1993  through  July  1995,  and as  Senior  Vice
President-Finance,  effective  January 1989. He also served as a director of GTE
Corporation from April 1995 through July 1995.

        Mr.  Lievense  was  elected  President  and Chief  Operating  Officer of
ACNielsen,  effective  May 1996;  he served as Executive  Vice  President of D&B
(business information), effective February 1995 through November 1, 1996. He had
been elected  Senior Vice President of D&B,  effective July 1993.  Previously he
had served as  Chairman  of  Dataquest  Incorporated  (technology  information),
effective  September 1991 through July 1993 and as President of NCH  Promotional
Services, Inc. (coupon processing), effective August 1990 through July 1993.


                                       9
<PAGE>

        Mr. Connors was elected Vice Chairman of ACNielsen,  effective May 1996;
he served as Senior Vice  President  of D&B  (business  information),  effective
April 1995 through November 1, 1996. Prior thereto, he had served as Senior Vice
President of American  Express  Travel  Related  Services  (travel and financial
services), effective September 1989 through March 1995.

        Mr. Doppelt was elected  Executive Vice President and General Counsel of
ACNielsen,  effective  May 1996;  he had  served as Senior  Vice  President  and
General  Counsel of D&B,  effective  May 1994  through  November 1, 1996.  Prior
thereto,  he had served with Viacom Inc. (global  entertainment)  as Senior Vice
President and Deputy General  Counsel,  effective March 1994, and with Paramount
Communications Inc. (global entertainment),  as Senior Vice President and Deputy
General Counsel, effective September 1992.

        Mr. Chrenc was elected Executive Vice President and Chief Financial 
Officer of ACNielsen, effective June 1996.  Prior thereto he was a Partner of 
Arthur Andersen LLP (accounting), effective September 1979 through May 1996.

                                     PART II

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

         Information  in response to this Item is set forth under  Dividends and
Common Stock  Information in "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" on Page 37 of the 1997 Annual Report, which
information is incorporated herein by reference.

ITEM 6.    SELECTED FINANCIAL DATA

         Selected  financial  data required by this Item are incorporated herein
by  reference  to the  information  relating to the years 1993 through 1997 set
forth in "Summary Financial Data" on Page 56 of the 1997 Annual Report.

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

         Information  in  response  to this Item is set  forth in  "Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations"  on
Pages 33 to 37 of the 1997 Annual  Report,  which  information  is  incorporated
herein by reference.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

           Not applicable.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See Index to Financial  Statements  and Schedule  under Item 14 on 
Page 13.

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

         Not applicable.


                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Information  in  response  to  this  Item  is  incorporated  herein  by
reference to the sections  entitled  "Election of Directors" and "Section 16(a)
Beneficial  Ownership  Reporting  Compliance" in the Company's  proxy  statement
dated March 13, 1998 filed with the Securities and Exchange  Commission,  except
that "Executive Officers of the Registrant" on Page 9 of this report responds to
Item 401(b) and (e) of Regulation  S-K with respect to the  Company's  executive
officers.



                                       10
<PAGE>


ITEM 11.   EXECUTIVE COMPENSATION

         Information  in  response  to  this  Item  is  incorporated  herein  by
reference  to the section  entitled  "Compensation  of  Executive  Officers  and
Directors" in the Company's  proxy statement dated March 13, 1998 filed with the
Securities and Exchange Commission.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information  in  response  to  this  Item  is  incorporated  herein  by
reference to the section entitled "Security  Ownership of Management and Others"
in the Company's  proxy statement dated March 13, 1998 filed with the Securities
and Exchange Commission.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Not applicable.
                                     PART IV

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

              (a) List of documents filed as part of this report.
                      (1)  Financial Statements.
                          
                           See Index to Financial Statements and Schedule on 
                           Page 13.

                      (2)  Financial Statement Schedule.

                           See Index to Financial Statements and Schedule on 
                           Page 13.

                      (3)  Other Financial Information.

                           Summary Financial Data.  See Index to Financial 
                           Statements and Schedule on Page 13.

                      (4)  Exhibits.

                           See  Index  to  Exhibits  on  Pages  18 to 20,  which
                           indicates which Exhibits are management  contracts or
                           compensatory  plans required to be filed as Exhibits.
                           Only responsive  information appearing on Pages 33 to
                           56 to Exhibit 13 is incorporated herein by reference,
                           and no other  information  appearing in Exhibit 13 is
                           or shall be  deemed  to be filed as part of this Form
                           10-K.

              (b) Reports on Form 8-K.
                      None.

                                       11
<PAGE>

SIGNATURES

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

                                                     ACNIELSEN CORPORATION
                                                         (Registrant)



                                      By:        /s/ ROBERT J. CHRENC
                                         --------------------------------------
                                                     Robert J. Chrenc
                                           (Executive Vice President and Chief
                                                     Financial Officer)


Date: March 26, 1998

         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 date indicated.


    /s/ NICHOLAS L. TRIVISONNO                     KAREN L. HENDRICKS*
-----------------------------------------  -------------------------------------
        Nicholas L. Trivisonno                (Karen L. Hendricks, Director)
   (Chairman, Chief Executive Officer
        and Director)
   (Principal Executive Officer)

    /s/ ROBERT J. CHRENC                           ROBERT M. HENDRICKSON*
-----------------------------------------  -------------------------------------
        Robert J. Chrenc                      (Robert M. Hendrickson, Director
(Executive Vice President and Chief
     Financial Officer)
(Principal Financial and Accounting Officer)

   /s/ MICHAEL S. GELTZEILER                        ROBERT HOLLAND, JR.*
-----------------------------------------  -------------------------------------
       Michael S. Geltzeiler                  (Robert Holland, Jr., Director)
  (Senior Vice President and Controller)

          ROBERT H. BEEBY*                            ROBERT J LIEVENSE*
-----------------------------------------  -------------------------------------
    (Robert H. Beeby, Director)                (Robert J Lievense, Director)

       MICHAEL P. CONNORS*                              JOHN R. MEYER*
-----------------------------------------  -------------------------------------
  (Michael P. Connors, Director)                 (John R. Meyer, Director)

        DONALD W. GRIFFIN*                           BRIAN B. PEMBERTON*
-----------------------------------------  -------------------------------------
   (Donald W. Griffin, Director)              (Brian B. Pemberton, Director)

         THOMAS C. HAYS*                            ROBERT N. THURSTON*
-----------------------------------------  -------------------------------------
     (Thomas C. Hays, Director)                (Robert N. Thurston, Director)


*By:     /s/ Ellenore O'Hanrahan
         -----------------------------------------
         (Ellenore O'Hanrahan, attorney-in-fact)

Date: March 26, 1998


                                       12
<PAGE>



                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

FINANCIAL STATEMENTS:

         The Company's consolidated financial statements,  the notes thereto and
the  related  report  thereon  of  Arthur  Andersen  LLP,   independent   public
accountants, for the year ended December 31, 1997 appearing on Pages 38 to 56 of
the 1997 Annual Report, are incorporated by reference into this Annual Report on
Form 10-K (see below).  The additional  financial data indicated below should be
read in conjunction with such consolidated financial statements.

                                                                  Page
                                                      --------------------------
                                                         10-K       1997 Annual
                                                                       Report
                                                      ------------  ------------

Report of Independent Public Accountants.............     F-6             38
Statement of Management Responsibility
  for Financial Statements...........................     F-6             38
As of December 31, 1997 and 1996:
  Consolidated Balance Sheets........................     F-8             40
For the years ended December 31, 1997, 1996 and 1995:
  Consolidated Statements of Operations..............     F-7             39
  Consolidated Statements of Cash Flows..............     F-9             41
  Consolidated Statements of Shareholders'Equity.....     F-10            42
  Notes to Consolidated Financial Statements.........     F-11            43
Quarterly Financial Data (Unaudited) for the years ended
  December 31, 1997 and 1996.........................     F-23            55
Management's Discussion and Analysis of Financial
  Condition and Results of Operations................     F-1             33
Other financial information:
  Five-year selected financial data..................     F-24            56
  

SCHEDULE:
  Reports of Independent Public Accountants..........     14-16         
 
  ACNielsen Corporation and Subsidiaries:

  II-Valuation and Qualifying Accounts for the years ended
    December 31, 1997, 1996 and 1995.................     17             
    


         Schedules  other than the one listed  above are omitted as not required
or  inapplicable  or  because  the  required  information  is  provided  in  the
consolidated financial statements, including the notes thereto.



                                       13
<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                         ON FINANCIAL STATEMENT SCHEDULE

To the Shareholders and Board of Directors of ACNielsen Corporation:

         We  have  audited  in  accordance  with  generally accepted auditing
standards,  the 1997 and  1996  consolidated  financial  statements  included 
in ACNielsen  Corporation's  1997 Annual Report  incorporated  by reference in
this Form 10-K, and have issued our report thereon dated February 18, 1998. Our
audit was made for the  purpose of forming an opinion on those  statements  
taken as a whole.  The 1997 and  1996  schedule  listed  in the  accompanying  
index is the responsibility  of the  Company's  management  and is presented  
for purposes of complying with the Securities and Exchange Commission's rules 
and is not part of the basic financial statements. This schedule has been 
subjected to the auditing procedures  applied in the audits of the basic 
financial  statements and, in our opinion,  fairly states in all material 
respects the financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.




                                          /s/ ARTHUR ANDERSEN LLP



Stamford, Connecticut
February 18, 1998



                                       14
<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of ACNielsen Corporation:

         We have audited the combined  statements of operations,  cash flows and
shareholders'  equity of ACNielsen  Corporation,  as defined in the notes to the
financial  statements,  for the year ended  December 31, 1995,  as listed in the
Index to  Financial  Statements  on page 13 of this Form  10-K.  These  combined
financial  statements are the  responsibility of the Company'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 the 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 combined  financial  statements  referred to above
present  fairly,  in all material  respects,  the results of operations and cash
flows  of  ACNielsen  Corporation  for  the  year  ended  December  31,  1995 in
conformity with generally accepted accounting principles.

         As  discussed  in the notes to the  financial  statements,  in 1995 the
Company  changed  its method of  accounting  for the  impairment  of  long-lived
assets.

                                   /s/ COOPERS & LYBRAND L.L.P.

Stamford, Connecticut
September 16, 1996




                                       15
<PAGE>





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of ACNielsen Corporation:

Our  report  on  the  combined   statements  of   operations,   cash  flows  and
shareholders'  equity of ACNielsen  Corporation,  as defined in the notes to the
financial statements,  for the year ended December 31, 1995, is included on page
15 of this Form 10-K. In connection with our audit of such financial statements,
we have also audited the related financial statement schedule for the year ended
December 31, 1995, set forth on page 18 of this Form 10-K.

In our  opinion,  the  financial  statement  schedule  referred  to above,  when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents  fairly,  in all  material  respects,  the  information  required to be
included therein.


                                       /s/ COOPERS & LYBRAND L.L.P.

Stamford, Connecticut
September 16, 1996





                                       16
<PAGE>
<TABLE>



                                                                                                         SCHEDULE II


                   ACNIELSEN CORPORATION AND SUBSIDIARIES

         SCHEDULE II - VALUATION AND  QUALIFYING  ACCOUNTS for the years
               ended December 31, 1997, 1996, 1995
                        (In thousands)



---------------------------------------------------------------------------------------------------------------------
        COL. A                                        COL. B            COL. C       COL. D              COL. E

---------------------------------------------------------------------------------------------------------------------
                                                       Balance        Additions                          Balance
                                                     Beginning       Charged to                          at End
          Description                                of Period     Operations(a)    Deductions(b)       of Period
          -----------                                ---------     -------------    -------------       ---------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
<CAPTION>
<S>                                                 <C>             <C>             <C>                  <C>    
        For the Year Ended December 31, 1997         $10,847          $ 2,330        $  1,063            $12,114
                                                     =======          =======        ========            =======

        For the Year Ended December 31, 1996        $ 17,289          $ 3,853         $10,295            $10,847
                                                    ========          =======        ========            =======                   

        For the Year Ended December 31, 1995        $  8,077          $10,523        $  1,311            $17,289
                                                    ========          =======        ========            =======

<FN>
NOTE:
        (a)   The increase in additions in 1995 is substantially attributable to bad debts in Europe.
        (b)  Represents primarily the charge-off of uncollectible accounts for which a reserve was provided.
</FN>
</TABLE>



                                       17
<PAGE>



           INDEX TO EXHIBITS

            Exhibit Number
            Regulation S-K     Description

                        Articles of Incorporation and By-laws.                
                 3
                        (a)   Restated  Certificate of  Incorporation  of     *
                              the   Company dated October 7, 1996
                              (incorporated herein by reference to
                              Exhibit 3.1 to the  Company's Registration
                              Statement on Form 10, Commission  File No.
                              001-12277 (the "Form 10")).
                        (b)   Amended and Restated By-laws of the Company     *
                              (incorporated herein by reference to            
                              Exhibit 3.2 to the Form 10).

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

                        (a)   Rights  Agreement  dated as of October  17,     *
                              1996  between  ACNielsen   Corporation  and
                              First  Chicago  Trust  Company  of New York
                              (incorporated herein by reference to Exhibit 1 to
                              the Company's Form 8-A filed on October 18,
                              1996, Commission File No. 001-12277).

                        (b)   ACNielsen  Corporation  $125,000,000 Credit     *
                              Agreement  dated as of  December  19,  1996
                              (incorporated   herein  by   reference   to
                              Exhibit 4 to the Company's Annual Report on
                              Form  10-K  for  the   fiscal   year  ended
                              December  31,  1996,  Commission  File  No.
                              001-12277, (the "1996 Form 10-K")).

                        (c)   First Amendment dated as of July 1, 1997 to     *
                              the  ACNielsen   Corporation   $125,000,000
                              Credit  Agreement  dated as of December 19,
                              1996  (incorporated  herein by reference to
                              Exhibit 4 to the Company's Quarterly Report
                              on Form 10-Q for the quarterly period ended
                              September 30, 1997, Commission File No.
                              001-12277).

                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
                              (incorporated   herein  by   reference   to
                              Exhibit 10(a) to the 1996 Form 10-K).       
       
                        (b)   Tax Allocation Agreement dated as of October 28,*
                              1996 among The Dun & Bradstreet Corporation,  
                              Cognizant Corporation and ACNielsen Corporation
                              (incorporated   herein  by   reference   to
                              Exhibit 10(b) to the 1996 Form 10-K).
                               
                        (c)   Employee  Benefits  Agreement  dated  as of     *
                              October 28, 1996 among The Dun & Bradstreet
                              Corporation, Cognizant Corporation and ACNielsen 
                              Corporation (incorporated herein by reference to
                              Exhibit 10(c) to the 1996 Form 10-K).
                        
                        (d)   Intellectual Property Agreement dated as of     *
                              October 28, 1996 among The Dun & Bradstreet 
                              Corporation, Cognizant Corporation and ACNielsen
                              Corporation (incorporated herein by reference to
                              Exhibit 10(d) to the 1996 Form 10-K).


+This exhibit constitutes a management contract, compensatory plan, or 
 arrangement.
*Incorporated herein by reference to a previously filed document.


                                       18
<PAGE>


      Exhibit Number
      Regulation S-K     Description

                        (e)   TAM Master Agreement dated as of October 28,    *
                              1996 between Cognizant Corporation and ACNielsen
                              Corporation (incorporated herein by reference 
                              to Exhibit 10(e) to the 1996 Form 10-K).
                              
                        (f)   Indemnity and Joint Defense Agreement dated     *
                              as of October 28,1996 among The Dun & Bradstreet
                              Corporation, Cognizant Corporation and ACNielsen
                              Corporation (incorporated herein by reference 
                              to Exhibit 10(f) to the 1996 Form 10-K).
                              
                        (g)   1996  ACNielsen  Corporation   Non-Employee    +*
                              Directors' Stock Incentive Plan (incorporated 
                              herein by reference to Exhibit 10(g) to the 1996
                              Form 10-K).

                        (h)   1996  ACNielsen  Corporation   Non-Employee    +*
                              Directors' Deferred Compensation Plan
                              (incorporated   herein  by   reference   to
                              Exhibit 10(h) to the 1996 Form 10-K).
                               
                        (i)   1996 ACNielsen  Corporation  Key Employees'    +*
                              Stock Incentive Plan (incorporated herein by
                              reference to Exhibit 10(i) to the Company's 
                              Quarterly Report on Form 10-Q for the  quarterly 
                              period ended June 30, 1997, Commission File 
                              No. 001-12277).

                        (j)   1996 ACNielsen Corporation Replacement Plan    +*
                              for Certain  Employees  Holding The Dun &
                              Bradstreet Corporation  Equity-Based Awards
                              (incorporated   herein  by   reference   to
                              Exhibit 10(j) to the 1996 Form 10-K).

                        (k)   1996 ACNielsen Corporation Senior Executive    +*
                              Incentive Plan (incorporated  herein by
                              reference to Exhibit 10(k) to the 1996 Form
                              10-K).
                       
                        (l)   1996   ACNielsen   Corporation   Management    +*
                              Incentive   Bonus  Plan     (incorporated
                              herein by reference to Exhibit 10(l) to the
                              1996 Form 10-K).
                              
                        (m)   ACNielsen Corporation Supplemental Executive   +*
                              Retirement Plan  (incorporated herein by 
                              reference to Exhibit 10(m) to the 1996 Form 10-K).
                            
                        (n)   ACNielsen  Corporation  Retirement  Benefit    +*
                              Excess  Plan  (incorporated    herein  by
                              reference to Exhibit 10(n) to the 1996 Form 10-K).
                               
                        (o)   ACNielsen  Corporation Executive Transition    +*
                              Plan  (incorporated   herein by reference
                              to Exhibit 10(o) to the 1996 Form 10-K).
                        
                        (p)   Form of Change-in-Control Agreements           +*
                              (incorporated  herein  by   reference  to Exhibit
                              10(p) to the 1996 Form 10-K).
                              
                        (q)   Form of Option Agreement (incorporated herein  +*
                              by reference to  Exhibit  10(q) to the 1996 
                              Form 10-K).
                               
                        (r)   Form of LSAR Agreement (incorporated herein    +*
                              by  reference  to   Exhibit  10(r) to the
                              1996 Form 10-K).
                              
                        (s)   Form of Directors' Restricted Stock            +*
                              Agreement (incorporated herein by reference to
                              Exhibit 10(s) to the 1996 Form 10-K).


+This exhibit constitutes a management contract, compensatory plan, or 
 arrangement.
*Incorporated herein by reference to a previously filed document.



                                       19
<PAGE>

Exhibit Number
Regulation S-K     Description

           11      Statement Re Computation of Per Share Earnings (filed 
                   herewith).
               
                      Computation  of  Earnings  Per  Share  of  Common  Stock 
                      on a Diluted Basis

           13      Annual Report to Security Holders (filed herewith).
                     
                      1997 Annual Report
                    
                      Only responsive information appearing on pages 33 to 56 to
                      Exhibit 13 is incorporated herein by reference, and no 
                      other information appearing in Exhibit 13 is or shall be 
                      deemed to be filed as part of this Form 10-K.
 

           21      Subsidiaries of the Registrant (filed herewith).
               
                      List of Active Subsidiaries as of January 31, 1998

           23      Consents of Experts and Counsel (filed herewith).
                            
                      23.1  Consent of Arthur  Andersen  LLP 
                      23.2  Consent of Coopers & Lybrand L.L.P.

           24      Power of Attorney (filed herewith).
                    
                      Powers of Attorney dated February 19, 1998
              
           27      Financial Data Schedule (filed herewith).
               




+This exhibit constitutes a management contract, compensatory plan, or 
 arrangement.
*Incorporated herein by reference to a previously filed document.



                                       20