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                                                                  Exhibit 10(s)

                           RESTRICTED STOCK AGREEMENT
                                    UNDER THE
                           1996 ACNIELSEN CORPORATION
                  NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN


This restricted stock agreement (the "Award Agreement") confirms the restricted
stock award (the "Award") made as of _________________, by the Compensation
Committee (the "Committee") of the Board of Directors of ACNielsen Corporation
(the "Company") to

                           _____________________________ (the "Participant")

of _____ shares of the Company's common stock, par value $0.01 per share (the
"Restricted Stock"). The Restricted Stock is awarded in accordance with and are
subject to all the terms and conditions of the 1996 ACNielsen Corporation
Non-Employee Directors' Stock Incentive Plan (the "Plan"), which Plan is
incorporated herein by reference.

Except as otherwise provided in this Award Agreement and the Plan, the
Participant shall have all the rights of a shareholder of the Company with
respect to the Restricted Stock, including the right to vote the shares and
receive dividends and distributions. However, until the Restricted Stock is
released to the Participant as set forth below, the Participant may not sell,
transfer, pledge, assign or otherwise dispose of the Restricted Stock.

At the Company's election, certificates may be issued in respect of Restricted
Stock, which certificates shall be registered in the name of the Participant and
shall bear the following legend, or any other similar legend as may be required
by the Company:

         "The transferability of this certificate and the shares of stock
         represented hereby is subject to the terms and conditions (including
         forfeiture) of the 1996 ACNielsen Corporation Non-Employee Directors'
         Stock Incentive Plan and an agreement entered into between the
         registered owner and ACNielsen Corporation. Copies of such plan and the
         agreement are on file in the office of the Secretary of ACNielsen
         Corporation."

Any stock certificates evidencing the Restricted Stock shall be held in custody
by a bank or other institution, or by the Company itself, until such shares are
forfeited in accordance with the Plan, or until the restrictions thereon shall
have lapsed as set forth below. The Participant hereby agrees as a condition to
the award of the Restricted Stock to deliver to the Company, together with this
Award Agreement, a stock power endorsed in blank relating to the Restricted
Stock covered by this Award, so that, in the event of a forfeiture of the Award,
the Restricted Stock will be transferred to the Company.

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In lieu of issuing certificates, the Company may instruct its transfer agent to
establish a book entry account on the transfer agent's records, which account
shall reflect the Participant's ownership of Restricted Stock.

Subject to earlier forfeiture (or release) of the Restricted Stock as provided
in the Plan, all shares of Restricted Stock will be released to the Participant
free of all restrictions and delivered to the Participant on __________________.


IN WITNESS WHEREOF, ACNielsen Corporation has caused this Award Agreement to be
executed in duplicate by its officer thereunto duly authorized.

                                              ACNIELSEN CORPORATION



                                              By: 
                                                  --------------------------
                                                     Michael P. Connors
                                                     Vice Chairman


The undersigned hereby accepts and agrees to all the terms and provisions of the
foregoing Award Agreement and acknowledges receipt of (i) a copy of the
prospectus related to the Plan and (ii) a copy of the Information Statement of
the Company dated October 17, 1996.


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Date                                         Participant