================================================================================
                                        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, 1999
                                             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, 1999 by amending the Index to Exhibits to add new
exhibit 99(d) as described below and by filing such new exhibit:

Exhibit 99(d) - Form 11-K Annual Report for the fiscal year ended December 31,
1999 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



Dated: June 28, 2000
================================================================================

<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 U.S. $250,000,000 Credit Agreement dated as   *
           of April 15, 1998 (incorporated herein by reference to Exhibit 4(b)
           to the Company's Quarterly Report on Form 10-Q for the quarterly
           period ended June 30, 1998, 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.

================================================================================
<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 Company's Quarterly Report on Form 10-Q for the quarterly
            period ended March 31, 1998, Commission File No. 001-12277).
      (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 March
            31, 1998, 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 under the 1996 ACNielsen Corporation    +**
            Key Employees' Stock Incentive Plan (filed herewith).
      (r)   Form of LSAR Agreement (incorporated herein by reference to       +*
            Exhibit 10(r) 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.
**Filed with Form 10K on March 27, 2000.  Not included with this document.


================================================================================

<PAGE>

Exhibit Number
Regulation S-K       Description

     (s)      Form of Directors' Restricted Stock Agreement (incorporated     +*
              herein by reference to Exhibit 10(s) to the 1996 Form 10-K).

     (t)      Form of Option Agreement under the 1996 ACNielsen Corporation   +*
              Non-Employee Directors' Stock Incentive Plan (incorporated herein
              by reference to Exhibit 10(t) to the 1998 Form 10-K).

     (u)      ACNielsen Corporation Deferred Compensation Plan (incorporated  +*
              herein by reference to Exhibit 4.1 to the Company's Form S-8 filed
              on February 25, 2000, Commission File No. 333-31152).

     (v)      Letter Agreement dated December 16, 1999 between ACNielsen     +**
              Corporation and Robert J Lievense (filed herewith).

    13       Annual Report to Security Holders (filed herewith).              **

             1999 Annual Report (pages 32 to 56)

             Only responsive information appearing on Pages 32 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, 2000

    23       Consents of Experts and Counsel (filed herewith).                **

             Consent of Arthur Andersen LLP

    24       Power of Attorney (filed herewith).                              **

             Powers of Attorney dated February 17, 2000

    27       Financial Data Schedule (filed herewith).                        **












[FN]
+This exhibit constitutes a management contract,compensatory plan,or
 arrangement.
*Incorporated herein by reference to a previously filed document.
**Filed with Form 10-K on March 27, 2000.  Not included with this document.
</FN>
================================================================================
<PAGE>

Exhibit Number
Regulation S-K       Description

99       Other Exhibits
      (a)   Letter of Undertaking dated June 29, 1998 from the New Dun &       *
            Bradstreet Corporation to Cognizant Corporation and ACNielsen
            Corporation (incorporated herein by reference to Exhibit 99(a) to
            the Company's Quarterly Report on Form 10-Q for the quarterly
            period ended June 30, 1998, Commission File No. 001-12277).

      (b)   Letter of Undertaking dated June 29, 1998 from IMS Health          *
            Incorporated to The Dun & Bradstreet Corporation and ACNielsen
            Corporation (incorporated herein by reference to Exhibit 99(b) to
            the Company's Quarterly Report on Form 10-Q for the quarterly
            period ended June 30, 1998, Commission File No. 001-12277).

      (c)   Letter of Undertaking dated July 16, 1999 from Gartner Group,     **
            Inc. to R.H. Donnelley Corporation and ACNielsen Corporation
            (filed herewith).

      (d)   Form 11-K  Annual  Report for the  fiscal  year  ended
            December 31, 1999 of the ACNielsen Corporation Savings Plan,
                                                           Exhibit 99(d)





*Incorporated herein by reference to a previously filed document.
**Filed with Form 10K on March 27, 2000.  Not included with this document.

================================================================================
<PAGE>


                                                             Exhibit 99(d)

================================================================================
<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, 1999


       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

Dated:  June 28, 2000


================================================================================
<PAGE>






                             ACNIELSEN CORPORATION SAVINGS PLAN

                               INDEX TO FINANCIAL STATEMENTS


                                                                          Pages

Report of Independent Public Accountants                                    2
Statement of Net Assets Available for Plan Benefits
   with Fund Information as of December 31, 1999                            3
Statement of Net Assets Available for Plan Benefits with Fund Information
   as of December 31, 1998                                                  4
Statement of Changes in Net Assets Available for Plan Benefits with Fund
    Information for the Year Ended December 31, 1999                        5
Notes to Financial Statements                                            6-11
Schedule of Assets Held for Investment Purposes
    as of December 31, 1999                                                12
Consent of Independent Public Accountants                                  13

                                                        1
================================================================================
<PAGE>

                                                           _________________

                         REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Employee Benefits Committee of ACNielsen Corporation:

     We have audited the accompanying statements of net assets available for
plan benefits with fund information of the ACNielsen Corporation Savings Plan
(the "Plan") as of December 31, 1999 and 1998, and the related statement of
changes in net assets available for plan benefits with fund  information for
the year ended December 31, 1999. 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 audits.

     We conducted our audits 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 audits provide 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, 1999 and 1998,and the changes in its net assets available for
plan benefits for the year ended December 31, 1999, in conformity with generally
accepted accounting principles.

     Our audits were 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 with fund information and the  statement of changes
in net assets available for plan benefits with fund information are 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 fund information have been
subjected to the auditing procedures applied in the audits 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 1, 2000





                                                        2
================================================================================

<PAGE>
<TABLE>

ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
 As of December 31, 1999




<CAPTION>
<S>

                                                <C>             <C>             <C>             <C>             <C>
                                               Managed       ACNielsen      Growth &           OTC             Fidelity
                                                Income         Stock         Income         Portfolio           Europe
                                                 Fund          Fund           Fund             Fund              Fund

                 ASSETS

Investments:

   Cash equivalents                              $763,336       $95,736              $0              $0                  $0

   Common stock                                         0     4,691,044              $0               0                   0

   Insurance contracts                         19,248,545             0               0               0                   0

   Registered investment companies                      0             0      43,868,815      10,048,325             209,115

   Loans to participants                                0             0               0               0                   0

              Total investments                20,011,881     4,786,780      43,868,815      10,048,325             209,115



       Total assets                            20,011,881     4,786,780      43,868,815      10,048,325             209,115

                                             ===============================================================================
Net assets available for plan benefits        $20,011,881    $4,786,780     $43,868,815     $10,048,325            $209,115
                                             ===============================================================================

<FN>


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

<PAGE>


<TABLE>

Continued
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1998

<CAPTION>
<S>

                                                  <C>           <C>           <C>               <C>               <C>
                                                                                              Asset
                                                 Blue          Asset       Low-Priced        Manager:          Emerging
                                                 Chip         Manager         Stock           Growth           Markets
                                                 Fund          Fund           Fund             Fund              Fund

                 ASSETS

Investments:

   Cash equivalents                                    $0            $0              $0              $0                  $0

   Common stock                                         0             0               0               0                   0

   Insurance contracts                                  0             0               0               0                   0

   Registered investment companies             12,423,435     1,447,255       3,440,880       2,089,631             469,438

   Loans to participants                                0             0               0               0                   0


              Total investments                12,423,435     1,447,255       3,440,880       2,089,631             469,438



       Total assets                            12,423,435     1,447,255       3,440,880       2,089,631             469,438

                                             ===============================================================================
Net assets available for plan benefits        $12,423,435    $1,447,255      $3,440,880      $2,089,631            $469,438
                                             ===============================================================================

<FN>


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

<PAGE>
<TABLE>

Continued
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1998

<CAPTION>
<S>

                                                <C>             <C>           <C>             <C>               <C>
                                                              Asset       Spartan US
                                             Diversified     Manager:        Equity
                                             International    Income          Index            Loan
                                                 Fund          Fund           Fund           Account            Total

                 ASSETS

Investments:

   Cash equivalents                                     0             0               0               0             859,072

   Common stock                                         0             0               0               0           4,691,044

   Insurance contracts                                  0             0               0               0          19,248,545

   Registered investment companies              4,490,261     1,297,197       6,355,053               0          86,139,405

   Loans to participants                                0             0               0       2,268,506           2,268,506


              Total investments                 4,490,261     1,297,197       6,355,053       2,268,506         113,206,572



       Total assets                             4,490,261     1,297,197       6,355,053       2,268,506         113,206,572

                                             ===============================================================================
Net assets available for plan benefits         $4,490,261    $1,297,197      $6,355,053      $2,268,506        $113,206,572
                                             ===============================================================================
<FN>


The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
                                                        3
================================================================================
<PAGE>
<TABLE>

ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1998
<CAPTION>
<S>



                                                    <C>            <C>            <C>              <C>             <C>
                                                 Managed       ACNielsen       Growth &            OTC             Blue
                                                  Income         Stock          Income          Portfolio          Chip
                                                   Fund           Fund           Fund              Fund            Fund


Investments:

   Cash equivalents                                      $0       $791,368              $0               $0              $0

   Common stock                                           0      3,319,659               0                0               0

   Insurance contracts                           19,787,480              0               0                0               0

   Registered investment companies                        0              0      43,686,479        3,033,155       7,960,455

   Loans to participants                                  0              0               0                0               0


              Total investments                  19,787,480      4,111,027      43,686,479        3,033,155       7,960,455



       Total assets                              19,787,480      4,111,027      43,686,479        3,033,155       7,960,455

                                               =============================================================================
Net assets available for plan benefits          $19,787,480     $4,111,027     $43,686,479       $3,033,155      $7,960,455
                                               =============================================================================


<FN>

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

<PAGE>
<TABLE>

Continued
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
As of December 31, 1998

<CAPTION>
<S>

                                                   <C>             <C>            <C>               <C>             <C>
                                                                                 Asset
                                                  Asset        Low-Priced      Manager:          Emerging      Diversified
                                                 Manager         Stock          Growth           Markets       International
                                                   Fund           Fund           Fund              Fund            Fund

                  ASSETS

Investments:

   Cash equivalents                                      $0             $0              $0               $0              $0

   Common stock                                           0              0               0                0               0

   Insurance contracts                                    0              0               0                0               0

   Registered investment companies                1,221,887      3,605,026       1,845,841          311,863       2,441,592

   Loans to participants                                  0              0               0                0               0


              Total investments                   1,221,887      3,605,026       1,845,841          311,863       2,441,592



       Total assets                               1,221,887      3,605,026       1,845,841          311,863       2,441,592

                                               =============================================================================
Net assets available for plan benefits           $1,221,887     $3,605,026      $1,845,841         $311,863      $2,441,592
                                               =============================================================================

<FN>


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

<PAGE>
<TABLE>

Continued
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
 As of December 31, 1998

<CAPTION>
<S>

                                                   <C>            <C>            <C>               <C>
                                                  Asset        Spartan US
                                                 Manager:        Equity
                                                  Income         Index           Loan
                                                   Fund           Fund          Account           Total

                  ASSETS

Investments:

   Cash equivalents                                      $0             $0              $0         $791,368

   Common stock                                           0              0               0        3,319,659

   Insurance contracts                                    0              0               0       19,787,480

   Registered investment companies                1,533,311      1,646,734               0       67,286,343

   Loans to participants                                  0              0       1,969,043        1,969,043


              Total investments                   1,533,311      1,646,734       1,969,043       93,153,893



       Total assets                               1,533,311      1,646,734       1,969,043       93,153,893

                                               =============================================================
Net assets available for plan benefits           $1,533,311     $1,646,734      $1,969,043      $93,153,893
                                               =============================================================

<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
                                                4
================================================================================

<PAGE>

<TABLE>
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
For The Year Ended December 31, 1999
<CAPTION>
<S>



                                             <C>           <C>             <C>          <C>           <C>
                                           Managed      ACNielsen       Growth &        OTC         Fidelity
                                            Income        Stock          Income      Portfolio       Europe
                                             Fund          Fund           Fund         Fund           Fund


Investment income and expense:

     Interest and dividends               $1,215,300       $18,782     $3,113,962      $623,128         $8,519

     Realized gain/(loss)                          0       (50,119)       162,334       119,343          1,310

     Unrealized appr/(depr)                        0      (289,202)     1,180,057     2,764,054         15,499

     Administrative fee                            0             0              0             0             (3)


          Total income and expense         1,215,300      (320,539)     4,456,353     3,506,525         25,325

Contributions received
from participants                          1,409,791       750,859      3,555,296       743,499         33,375

Distributions to participants             (1,113,374)     (204,344)    (2,113,042)     (305,726)          (353)

Loans to participants                       (312,828)      (77,728)      (595,500)      (63,301)          (278)

Participant loan repayments                  210,862        70,559        457,123        34,237            299

Merger of EDI plan                           210,190             0        132,428             0              0

Interfund transfers                       (1,395,540)      456,946     (5,710,322)    3,099,936        150,747


Net increase (decrease) for the period       224,401       675,753        182,336     7,015,170        209,115

Net assets available for plan benefits
  as of December 31, 1998                 19,787,480     4,111,027     43,686,479     3,033,155              0

Net assets available for plan benefits    =====================================================================
  as of December 31, 1999                 $20,011,881   $4,786,780     $43,868,815  $10,048,325       $209,115
                                          =====================================================================



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

Continued
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
For The Year Ended December 31, 1999
<CAPTION>
<S>
                                             <C>           <C>            <C>          <C>             <C>
                                                                                      Asset
                                             Blue         Asset        Low-Priced    Manager:       Emerging
                                             Chip        Manager         Stock        Growth         Markets
                                             Fund          Fund           Fund         Fund           Fund


Investment income and expense:

     Interest and dividends                 $428,448      $101,580       $208,722      $155,170           $184

     Realized gain/(loss)                    152,814        31,852        (37,268)       24,722         79,514

     Unrealized appr/(depr)                1,778,212        55,452        (11,081)       76,651        161,669

     Administrative fee                            0             0           (499)            0           (579)


          Total income and expense         2,359,474       188,884        159,874       256,543        240,788

Contributions received
from participants                          1,674,270       178,928        562,826       334,050         74,246

Distributions to participants             (1,229,832)     (435,198)      (150,198)     (207,673)        (3,754)

Loans to participants                        (91,990)       (4,785)       (25,447)      (23,087)        (4,523)

Participant loan repayments                   81,212         6,163         20,408        14,646            555

Merger of EDI plan                                 0             0        126,903             0              0

Interfund transfers                        1,669,846       291,376       (858,512)     (130,689)      (149,737)


Net increase (decrease) for the period     4,462,980       225,368       (164,146)      243,790        157,575

Net assets available for plan benefits
  as of December 31, 1998                  7,960,455     1,221,887      3,605,026     1,845,841        311,863


Net assets available for plan benefits    =====================================================================
  as of December 31, 1999                 $12,423,435   $1,447,255     $3,440,880    $2,089,631       $469,438
                                          =====================================================================



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

Continued
ACNIELSEN CORPORATION
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
For The Year Ended December 31, 1999
<CAPTION>
<S>
                                               <C>         <C>             <C>          <C>             <C>
                                                          Asset         Spartan US
                                          Diversified    Manager:        Equity
                                          International   Income         Index         Loan
                                             Fund          Fund           Fund        Account         Total

Investment income and expense:

     Interest and dividends                 $161,922       $94,632        $86,905            $0     $6,217,254

     Realized gain/(loss)                     76,070           268         97,718             0        658,558

     Unrealized appr/(depr)                1,248,643       (14,040)       636,279             0      7,602,193

     Administrative fee                            0             0              0             0        (1,081)

          Total income and expense         1,486,635        80,860        820,902             0     14,476,924

Contributions received
from participants                            523,625       126,193        853,356             0     10,820,314

Distributions to participants               (319,435)     (277,137)       (89,436)      (43,138)    (6,492,640)

Loans to participants                        (22,330)       (6,099)       (27,604)    1,255,500              0

Participant loan repayments                   29,965         4,302         15,880      (946,211)             0

Merger of EDI plan                            47,932       143,960        553,356        33,312      1,248,081

Interfund transfers                          302,277      (308,193)     2,581,865             0              0

Net increase (decrease) for the period     2,048,669      (236,114)     4,708,319       299,463     20,052,679

Net assets available for plan benefits
  as of December 31, 1998                  2,441,592     1,533,311      1,646,734     1,969,043     93,153,893


Net assets available for plan benefits    =====================================================================
  as of December 31, 1999                 $4,490,261    $1,297,197     $6,355,053    $2,268,506    $113,206,572
                                          =====================================================================



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


                                                                5
================================================================================

<PAGE>

                                         ACNIELSEN CORPORATION SAVINGS PLAN

                                         NOTES TO FINANCIAL STATEMENTS

                                         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.

The ACNielsen Corporation Savings Plan (the "Plan") was adopted, effective
November 1, 1996, for all U.S. employees of ACNielsen.

Fidelity  Management Trust Company became the trustee of the Plan effective
April 1, 1997. This  established a master trust between Fidelity Management
Trust Company, the ACNielsen Corporation Savings Plan and the ACNielsen
Corporation Employee Stock Ownership Plan.

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 1999, the Internal Revenue Code limit on before-tax contributions
was $10,000.

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 1999 was $160,000.


Participant Accounts

Each participant's account is credited with the participant's contribution and
account earnings.
                                                        6
<PAGE>

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 1% increments in any of the following twelve investment options, with no more
than 50% invested in the ACNielsen Stock Fund.

o        Managed  Income Fund - The Managed  Income Fund is a  combination of
     Fidelity's Managed Income Portfolio I and investment contracts previously
     purchased by this plan. It is not a mutual fund. The goal of the fund is to
     provide a competitive level of income over time while  preserving  the
     investment.  The Portfolio purchases investment contracts offered by major
     insurance companies and other approved financial institutions and
     short-term investments to provide for liquidity needs.  Some investment
     contracts (synthetic wrappers) are purchased in conjunction with the
     purchase of fixed income securities or units of bond funds which invest in
     such securities.  As previous  investment contracts mature, all proceeds
     will be invested in the Managed Income Portfolio.

o        Growth & Income Fund - The Growth & Income Fund is a growth and income
     mutual fund. The goal of the fund is to provide high total return through
     a combination of current  income and capital appreciation.  The fund
     invests  mainly in U.S. and foreign stocks.  It selects companies that
     currently pay dividends and carry the potential for increased earnings.
     The fund may also invest in bonds.

o        Blue  Chip  Fund - The  Blue  Chip  Fund is a  growth  mutual  fund.
     The goal of the  fund is to increase the value of the investment  over the
     long-term  through  capital  growth.  The fund invests primarily in the
     common stock of well-known and established  companies.  Normally,  at least
     65% of the fund's total assets are invested in the common stock of blue
     chip companies. The fund may also invest in companies with strong earnings
     and future growth potential that are positioned to become
     blue chips of the future.

o        Low-Priced  Stock Fund - The Low-Priced Stock Fund is a growth mutual
     fund with the goal of capital appreciation. The fund invests primarily in
     stocks of companies that are considered undervalued or out of favor with
     other investors and could offer the possibility for significant growth.
     Generally, low-priced is considered $25 or less and are stocks of smaller,
     less well-known companies. This fund carries a redemption fee to discourage
     short-term buying and selling of fund shares.

o        OTC Portfolio Fund - The OTC Portfolio Fund is a growth  mutual fund.
     The goal of the fund is to increase the value of the investment  over the
     long-term  through  capital  growth.  The fund invests  primarily in U.S.
     and foreign  common stocks that are traded on the  over-the-counter (OTC)
     market. The fund may also invest in bonds and other types of securities.
     Securities traded on the OTC market tend to be from smaller or newer
     companies,  which generally  involve  greater  investment risk than
     well-known companies.

o        Diversified International Fund - The Diversified International Fund is
     a growth mutual fund that invests overseas. The goal of the fund is to
     increase the value of the investment over the long-term through capital
     growth. The fund invests primarily in stocks of  companies  located
     outside the U.S.  that are included in the Morgan Stanley EAFE Index.
     It seeks stocks that are undervalued compared to industry norms in their
     countries and focuses on larger companies.
                                                        7
<PAGE>

o        ACNielsen Stock Fund - The ACNielsen Stock Fund invests in the common
     stock of ACNielsen Corporation and approved short-term instruments to
     provide for liquidity. Ownership is measured in units of the fund instead
     of shares of stock.  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.  Transaction fees related to investments
     in the ACNielsen  Stock Fund are charged against the fund's assets.  The
     charges are reflected in the total rates of return.

o        Asset Manager Fund - The Asset Manager Fund is an asset allocation
     mutual fund. The goal of the fund is to provide high total return with
     reduced risk over the long-term. The fund invests in all basic types of
     investments: stocks, bonds, and short-term and money market instruments.
     The fund can have anywhere from 30% to 70% in stocks, 20% to 60% in bonds
     and 0% to 50% in short-term/money market class.

o        Asset Manager:  Growth Fund - The Asset Manager:  Growth Fund is an
     asset allocation mutual fund. The goal of the fund is to provide maximum
     total  return  over the  long-term.  The fund  invests in all basic types
     of  investments:  stocks, bonds,  and short-term and money market
     instruments.  Its more aggressive  approach focuses on stocks for the
     potential of high returns.  The fund can have anywhere from 50% to 100% in
     stocks, 0% to 50% in bonds and 0% to 50% in short-term/money
     market class.

o        Asset Manager:  Income Fund - The Asset Manager:  Income Fund is an
    asset  allocation  mutual fund. The goal of the fund is to provide  high
    current  income  while  considering  the  potential  for  long-term  growth.
    The fund invests in all basic types of investments:  stocks, bonds, and
    short-term and money market instruments.  The fund's approach focuses on
    bonds and short-term and money market instruments for current income.

o        Spartan U.S.  Equity Index Fund - The Spartan U.S. Equity Index Fund is
    an equity index fund that normally invests at least ninety percent (90%) of
    its assets in stocks of companies that compose the Standard & Poor's 500
    Index. The goal of the fund is to have a total return which corresponds to
    that of the Standard & Poor's 500.

o        Fidelity  Europe Fund - Effective June 1, 1999 the Fidelity Europe
    Fund became an  investment option for all participants. The Fidelity  Europe
    Fund invests primarily in common stocks of European issuers. The goal of the
    fund is to provide long-term growth of capital.  A redemption fee is charged
    if a shareholder sells shares held less than 90 days.

o        Emerging Markets Fund - The Emerging Markets Fund is a growth mutual
     fund that invests in emerging markets. The goal of the fund is to increase
     the value of the investment over the long-term through capital growth. The
     fund invests primarily in stocks of companies in emerging markets.  The
     fund emphasizes countries with relatively low GNP compared to the world's
     major economies, and with the potential for rapid  economic  growth.  A
     redemption  fee is charged if a shareholder  sells shares held less than 90
     days.  Effective June 1, 1999 contributions and exchanges in were no longer
     allowed.

Participants are able to reallocate their entire account balances in multiples
of 1% among the funds on a daily basis subject to the 50% limit on investments
in the ACNielsen Stock Fund.
                                                        8
<PAGE>


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 11.50% and terms
ranged from 12 months to 177 months as of December 31, 1999.


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 $5,000 may elect a
deferred distribution. Retired participants may also elect payment in the form
of up to 20 annual installments.


EDI 401(k) Plan

The EDI 401(k) plan (maintained by a subsidiary of the Company) was merged with
the ACNielsen Corporation Savings Plan during 1999.


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.
                                                        9
<PAGE>

Contributions

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


Distributions

Distributions are recorded when paid.


Risks and Uncertainties

The Plan provides for various investment options in any combination of stocks,
bonds, fixed income securities, registered investment companies,  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 are paid by the Plan.  Trustee fees
and other expenses of administering the Plan may be borne by the Plan or the
Company.


Note 3.  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 4.  Reconciliation of Financial Statements to Form 5500

As of December 31, 1999,  the Plan had no pending distributions to participants
who elected to withdraw from the Plan. Therefore, there were no reconciling
items between the accompanying financial statements and Form 5500.


Note 5.  Investment Income

For the year ended  December 31, 1999,  the Plan assets increased in value by
$14,476,924 which  represented interest and dividends, realized gains/losses,
unrealized appreciation/depreciation, and administrative fees for the
investments.

                                                        10
<PAGE>


Note 6.  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 5 contracts with
interest rates from 6.15% to 6.75% and maturities  from April 2000 to October
2000 as of December 31, 1999.  There are no reserves  against  contract value
for credit risk of the contract issuer or otherwise.


Note 7.  Significant Investments

For the year ended  December 31, 1999,  the Plan had the  following  investments
which represented more than five percent of the net assets available for plan
benefits:

         Fund                                                      Market Value
         Growth & Income Fund                                      $43,868,815
         Managed Income Fund                                       20,011,881
         Blue Chip Fund                                            12,423,435
         OTC Portfolio Fund                                        10,048,325
         Spartan US Equity Index Fund                              6,355,053


Note 8.  Tax Status

On December 18, 1997,  the Company  received a favorable  determination  letter
in which the Internal  Revenue  Service stated 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 9.  Master Trust

A master trust exists between Fidelity Management Trust Company, the ACNielsen
Corporation Savings Plan and the ACNielsen Corporation Employee Stock Ownership
Plan.
                                                        11
================================================================================

<PAGE>
<TABLE>

                                                                                 Schedule 1
                                                     ACNIELSEN CORPORATION
                                                         SAVINGS PLAN
                                SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                                                       As of December 31, 1999

                                                               EIN 06-1454128
                                                                  PLAN #001
<CAPTION>
<S>                                          <C>           <C>           <C>            <C>
Description of Investment               Maturity Date  Interest Rate    Cost          Market/Contract
---------------------------------------------------------------------------------------------------

Common Stock:
     ACNielsen Stock Fund                                             $3,578,883        $4,691,044
                                                                     ------------------------------
Total Common Stock                                                     3,578,883         4,691,044

Insurance Contracts:
     Fidelity IPL                                                     18,214,865        18,214,865
     John Hancock GAC # 8776              3-Apr-00          6.22%         65,167            65,167
     Metropolitan Life GAC # 24712        2-Oct-00          6.15%         58,614            58,614
     Metropolitan Life GAC # 24714        3-Apr-00          6.75%        141,755           141,755
     New York Life GAC # 30644-002        3-Apr-00          6.25%         90,303            90,303
     Principal Mutual GAC # 4-26119-05    1-Oct-00          6.40%        677,841           677,841
                                                                     ------------------------------
Total Insurance Contracts                                             19,248,545        19,248,545

Registered Investment Companies
     Growth & Income Fund                                             33,560,881        43,868,815
     OTC Portfolio Fund                                                6,783,468        10,048,325
     Fidelity Europe Fund                                                196,114           209,115
     Blue Chip Fund                                                    9,364,773        12,423,435
     Asset Manager Fund                                                1,429,285         1,447,255
     Low-Priced Stock Fund                                             3,586,648         3,440,880
     Asset Manager: Growth Fund                                        2,038,240         2,089,631
     Emerging Markets Fund                                               357,617           469,438
     Diversified International Fund                                    3,165,973         4,490,261
     Asset Manager: Income Fund                                        1,309,865         1,297,197
     Spartan US Equity Index Fund                                      5,522,020         6,355,053
                                                                     ------------------------------
Total Registered Investment Companies                                 67,314,884        86,139,405

Cash Equivalents:
     Fidelity Institutional Cash Portfolio                               859,072           859,072
                                                                     ------------------------------
Total Cash Equivalents                                                   859,072           859,072

Loans To Participants *                                                     -            2,268,506

Total Investments                                                    $91,001,384      $113,206,572
                                                                     ==============================
<FN>

* Interest rates of 8.00% to 11.50% and durations of 12 months to 177 months

The accompanying notes to financial statements are an integral part of this schedule.
</FN>
</TABLE>                                                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 1, 2000