EXHIBIT 2.2


     AMENDMENT, dated as of October 8, 1999, among VNU USA, INC., a New York
corporation ("Parent"), NINER ACQUISITION, INC., a Delaware corporation and a
wholly owned subsidiary of Parent ("Purchaser"), and NIELSEN MEDIA RESEARCH,
INC., a Delaware corporation (the "Company").

     WHEREAS, the parties hereto have entered into an Agreement and Plan of
Merger dated as of August 15, 1999 (the "Merger Agreement"); and

     WHEREAS, the parties hereto wish to amend certain provisions of the Merger
Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein contained, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:

          1. Terms not specifically defined herein shall have the meanings set
     forth in the Merger Agreement. 2. The last sentence of Section 3.2(f) of
     the Merger Agreement is hereby amended by inserting after the phrase "for
     any reason other" the following phrase:

                  than Retirement (as defined in the Key Employee's Stock
                  Incentive Plan) (in which case such payment shall continue to
                  be made in accordance with Section 3.2(b)(iii) or 3.2(d)) and
                  other than

          3. Section 3.2 of the Disclosure Letter is hereby amended by inserting
     at the end thereof the following sentence:

                  With respect to each Unvested Stock Option identified in the
                  Schedule attached hereto and entitled "Y2K Stock Option
                  Grants," such payment shall be made on the original vesting
                  date of such stock option.

          4. The Disclosure Letter is hereby amended by attaching thereto the
     Schedule attached hereto and entitled "Y2K Stock Option Grants."

          5. This Amendment may be executed in one or more counterparts, and by
     the different parties hereto in separate counterparts, each of which when
     executed shall be deemed to be an original but all of which taken together
     shall constitute one and the same agreement.

     IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this
Amendment to be executed as of the date first written above by their respective
officers thereunto duly authorized.


                               VNU USA, INC.


                               By: /s/ THOMAS A. MASTRELLI
                                   --------------------------------------------
                                   Name: Thomas A. Mastrelli
                                   Title: Chief Operating Officer




                               NINER ACQUISITION, INC.


                               By: /s/ THOMAS A. MASTRELLI
                                   --------------------------------------------
                                   Name: Thomas A. Mastrelli
                                   Title: President




                               NIELSEN MEDIA RESEARCH, INC.


                               By: /s/ STEPHEN J. BOATTI
                                   --------------------------------------------
                                   Name: Stephen J. Boatti
                                   Title: Senior Vice President and Secretary