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, 1998
                                       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,  1998 by  amending  the Index to  Exhibits  to add new
exhibit 99(c) as described below and by filing such new exhibit:

         Exhibit             99(c) - Form 11-K Annual Report for the fiscal year
                             ended   December   31,   1998   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)

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



Dated: June 25, 1999

<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).

                            Instruments Defining the Rights of Security
              4             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).


+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 25, 1999; not included with this amendment.
<PAGE>
          Exhibit Number
          Regulation S-K    Description

                            (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).

                            (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).

+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 25, 1999; not included with this amendment.

<PAGE>

          Exhibit Number
          Regulation S-K    Description

                            (q)   Form of  Option  Agreement  under  the 1996 +*
                                  ACNielsen  Corporation  Key  Employees'  Stock
                                  Incentive   Plan   (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).

                            (t)   Form of  Option  Agreement under  the 1996 +**
                                  ACNielsen     Corporation      Non-Employee
                                  Directors'   Stock  Incentive  Plan  (filed
                                  herewith).

             11                   Statement Re Computation of Per Share       **
                                  Earnings (filed herewith).

                                  Computation of Earnings Per Share of Common
                                  Stock on a Diluted Bases                    **

                                  Annual Report to Security Holders (filed
                                  herewith).
             13
                                  1998 Annual Report (pages 33 to 56)        **

                                  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 29, 1999

             23                   Consents of Experts and Counsel (filed
                                     herewith).

                                  Consent of Arthur Andersen LLP              **

             24                   Power of Attorney (filed herewith).         **

                                  Powers of Attorney dated February 18, 1999  **

             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.
**Filed with Form 10-K on March 25, 1999; not included with this amendment.
<PAGE>




       Exhibit Number
       Regulation S-K       Description

                            Other Exhibits
             99

                            (a)   Letter of  Undertaking  dated June 29, 1998 *
                                  from the New Dun & Bradstreet Corporation
                                  to  Cognizant   Corporation  and  ACNielsen
                                  Corporation    (incorporation   herein   as
                                  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 *
                                  form 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  From  10-Q  for  the
                                  quarterly   period  ended  June  30,  1998,
                                  Commission File No. 001-12277).

                            (c)   Form 11-K Annual Report for the fiscal Exhibit
                                  year  ended  December  31,  1998 of the  99(c)
                                  ACNielsen Corporation Savings Plan.


+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 25, 1999; not included with this amendment.

<PAGE>




                                  Exhibit 99(c)


<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, 1998


                                       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)


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

Dated:  June 25, 1999



<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, 1998                                                     3
Statement of Net Assets Available for Plan Benefits with Fund Information
    as of December 31, 1997                                                    4
Statement of Changes in Net Assets Available for Plan Benefits with Fund
    Information for the Year Ended December 31, 1998                           5
Notes to Financial Statements                                               6-11
Schedule of Assets Held for Investment Purposes as of December 31, 1998       12
Consent of Independent Public Accountants                                     13



<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, 1998 and 1997,  and the related  statement  of
changes in net assets  available for plan benefits with fund information for the
year ended December 31, 1998. 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, 1998 and 1997,  and the changes in its net assets  available
for plan  benefits  for the year ended  December 31, 1998,  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  statements  of net assets
available  for plan  benefits as of December 31, 1998 and 1997 and the statement
of changes in net assets available for plan benefits for the year ended December
31, 1998 is presented for purposes of additional analysis rather than to present
the net assets  available for plan benefits and changes in net assets  available
for  plan  benefits  of each  fund.  The  supplemental  schedule  and  the  fund
information have been subjected to the auditing procedures applied in the 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
                               Arthur Andersen LLP

Stamford, Connecticut,
June 2, 1999







<PAGE>

<TABLE>


                              ACNIELSEN CORPORATION
                                  SAVINGS PLAN
    STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
                             As of December 31, 1998
                                   Continued
<CAPTION>
<S>                                              <C>            <C>             <C>              <C>               <C>
                                                 Managed       ACNielsen       Growth &            OTC             Blue
                                                  Income         Stock          Income          Portfolio          Chip
                                                   Fund           Fund           Fund              Fund            Fund
                  ASSETS

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>


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

                              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>

<PAGE>
<TABLE>


                              ACNIELSEN CORPORATION
                                  SAVINGS PLAN
    STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
                             As of December 31, 1997
                                    Continued
<CAPTION>
<S>                                               <C>            <C>           <C>            <C>          <C>           <C>

                                                Managed       ACNielsen      Growth &         OTC          Blue          Asset
                                                Income          Stock         Income       Portfolio       Chip         Manager
                                                 Fund           Fund           Fund          Fund          Fund          Fund
                  ASSETS

Investments:

   Cash equivalents                                     $0       $61,656             $0            $0            $0            $0

   Common stock                                          0     2,251,410              0             0             0             0

   Insurance contracts                          17,360,517             0              0             0             0             0

   Registered investment companies                       0             0     33,688,107     1,517,955     3,849,554       899,943

   Loans to participants                                 0             0              0             0             0             0

              Total investments                 17,360,517     2,313,066     33,688,107     1,517,955     3,849,554       899,943

       Total assets                             17,360,517     2,313,066     33,688,107     1,517,955     3,849,554       899,943


                                             =====================================================================================
Net assets available for plan benefits         $17,360,517    $2,313,066    $33,688,107    $1,517,955    $3,849,554      $899,943
                                             =====================================================================================

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

           ACNIELSEN CORPORATION
               SAVINGS PLAN
              STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
          As of December 31, 1997
                 Continued
<CAPTION>
<S>                                               <C>            <C>           <C>            <C>           <C>

                                                                Asset                                      Asset
                                              Low-Priced      Manager:       Emerging     Diversified    Manager:
                                                 Stock         Growth        Markets      International   Income
                                                 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               2,884,087       890,729        239,080     1,775,021       439,521

   Loans to participants                                 0             0              0             0             0

              Total investments                  2,884,087       890,729        239,080     1,775,021       439,521


       Total assets                              2,884,087       890,729        239,080     1,775,021       439,521

                                             =======================================================================
Net assets available for plan benefits          $2,884,087      $890,729       $239,080    $1,775,021      $439,521
                                             =======================================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>

                              ACNIELSEN CORPORATION
                                  SAVINGS PLAN
    STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
                             As of December 31, 1997
<CAPTION>
<S>                                              <C>             <C>          <C>


                                                Legacy          Loan
                                                 Fund          Account        Total
                  ASSETS

Investments:

   Cash equivalents                                      0             0         61,656

   Common stock                                  1,669,590             0      3,921,000

   Insurance contracts                                   0             0     17,360,517

   Registered investment companies                       0             0     46,183,997

   Loans to participants                                 0     1,739,502      1,739,502

              Total investments                  1,669,590     1,739,502     69,266,672

       Total assets                              1,669,590     1,739,502     69,266,672
                                             ==========================================
Net assets available for plan benefits           1,669,590     1,739,502     69,266,672
                                            ===========================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<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, 1998
                                    Continued
<CAPTION>
<S>                                             <C>              <C>           <C>                <C>        <C>             <C>

                                               Managed        ACNielsen       Growth &         OTC          Blue             Asset
                                               Income           Stock          Income       Portfolio       Chip            Manager
                                                Fund             Fund           Fund           Fund         Fund             Fund

Investment income and expense:

     Interest and dividends                    $1,185,882         $17,573      $2,400,032       $138,416     $311,066      $224,519

     Realized gain/(loss)                               0          32,935         491,938         26,121       64,697         9,339

     Unrealized appr/(depr)                             0         539,456       6,770,595        605,639    1,397,125       (73,461)

     Administrative fee                                 0               0               0              0            0             0

          Total income and expense              1,185,882         589,964       9,662,565        770,176    1,772,888       160,397

Contributions received from participants        2,104,094         901,230       3,914,271        428,740    1,772,447       103,040

Distributions to participants                    (645,558)        (95,985)     (1,040,250)       (33,922)    (215,254)      (13,986)

Loans to participants                            (235,266)        (65,460)       (509,377)       (18,194)   (111,086)       (8,183)

Participant loan repayments                       200,299          79,262         370,156         14,043       49,084         3,407

Interfund transfers                              (182,488)        388,950      (2,398,993)       354,357      842,822        77,269

Net increase (decrease) for the period          2,426,963       1,797,961       9,998,372      1,515,200    4,110,901       321,944

Net assets available for plan benefits
  as of December 31, 1997                      17,360,517       2,313,066      33,688,107      1,517,955    3,849,554       899,943
                                            ========================================================================================
Net assets available for plan benefits
 as of December 31, 1998                     $19,787,480      $4,111,027      $43,686,479      $3,033,155   $7,960,455   $1,221,887
                                            ========================================================================================

<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<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, 1998
                                    Continued
<CAPTION>
<S>                                               <C>           <C>             <C>              <C>               <C>

                                                                Asset                                              Asset
                                             Low-Priced        Manager:       Emerging        Diversified        Manager:
                                                Stock           Growth         Markets       International        Income
                                                Fund             Fund           Fund              Fund             Fund

Investment income and expense:

     Interest and dividends                      $294,499        $272,935            $323           $97,621         $109,321

     Realized gain/(loss)                         (22,426)          9,839         (16,172)           29,130            5,259

     Unrealized appr/(depr)                      (280,458)        (49,355)        (51,536)          131,626           (5,040)

     Administrative fee                              (962)              0            (167)                0                0

          Total income and expense                 (9,347)        233,419         (67,552)          258,377          109,540

Contributions received from participants          697,584         424,672         113,079           535,522          122,113

Distributions to participants                     (82,078)        (78,623)         (5,096)          (52,283)          (8,910)

Loans to participants                             (33,875)         (8,773)         (2,264)          (26,493)          (7,974)

Participant loan repayments                        33,121          13,389           1,309            25,824            1,780

Interfund transfers                               115,534         371,028          33,307           (74,376)         877,241

Net increase (decrease) for the period            720,939         955,112          72,783           666,571        1,093,790

Net assets available for plan benefits
  as of December 31, 1997                       2,884,087         890,729         239,080         1,775,021          439,521
                                            =================================================================================
Net assets available for plan benefits
  as of December 31, 1998                      $3,605,026      $1,845,841        $311,863        $2,441,592       $1,533,311
                                            =================================================================================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

<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, 1998

<CAPTION>
<S>                                             <C>              <C>            <C>              <C>
                                             Spartan US
                                               Equity
                                                Index           Legacy          Loan
                                                Fund             Fund          Account           Total


Investment income and expense:

     Interest and dividends                       $15,890              $0              $0        $5,068,077

     Realized gain/(loss)                          (5,861)        (22,966)              0           601,833

     Unrealized appr/(depr)                       181,764               0               0         9,166,355

    Administrative fee                                 0               0               0            (1,129)

          Total income and expense                191,793         (22,966)              0        14,835,136

Contributions received from participants          248,175               0               0        11,364,967

Distributions to participants                     (26,891)         (7,676)         (6,370)       (2,312,882)

Loans to participants                              (4,255)              0       1,031,200                 0

Participant loan repayments                         3,615               0        (795,289)                0

Interfund transfers                             1,234,297      (1,638,948)              0                 0

Net increase (decrease) for the period          1,646,734      (1,669,590)        229,541        23,887,221

Net assets available for plan benefits
  as of December 31, 1997                               0       1,669,590       1,739,502        69,266,672
                                            ================================================================
Net assets available for plan benefits
  as of December 31, 1998                      $1,646,734              $0      $1,969,043       $93,153,893
                                            ================================================================

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





<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.   As  part  of  a
reorganization  of its businesses,  D&B also  distributed all of the outstanding
common stock of Cognizant Corporation ("Cognizant") on the Distribution Date.

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

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 1998, 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 1998 was $160,000.


Participant Accounts

Each participant's  account is credited with the participant's  contribution and
account earnings.


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 first eleven  investment  options,  with no more
than 50% invested in the ACNielsen Common 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  capita growth.  The fund invests  primarily in the common stock of
     well-know 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.

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.

o    ACNielsen  Common Stock Fund - The  ACNielsen  Common 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  Common  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        Legacy Fund - At December 31, 1997,  ACNielsen  exercised its right to
     close this fund and requested all participants in the fund to transfer
     their balances to one or more of the other investment options.  The final
     distribution from the Legacy Fund commenced in January 1998.  The Legacy
     Fund replaced the Dun & Bradstreet Common Stock Fund in The Profit
     Participation  Plan of The  Dun &  Bradstreet  Corporation  and  was
     available  only  to  former participants in that plan.  At the time of the
     D&B reorganization, the Dun & Bradstreet Common Stock Fund became a fund
     consisting of shares of ACNielsen, Cognizant and D&B. Ownership was
     measured in units of the fund instead of shares of stock.  Participants
     could not make additional contributions or transfers to this fund.
     Transaction fees related to investments in the Legacy Fund were charged
     against the fund's assets.  The charges were reflected in the total rates
     of return.  All distributions from the Legacy Fund were made in cash.


o    Spartan  U.S.  Equity Index Fund - Effective  March 1, 1998  another  fund,
     Spartan US Equity Index Fund, became an available investment option for all
     participants.  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.

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 Common Stock Fund.


Loans

Participants may obtain loans from the Plan, which are secured by the balance in
their  accounts.  Loan  transactions  are  recorded as transfers  to/(from)  the
investment  funds and  from/(to)  the loan  account.  Principal and interest are
repaid through payroll  deductions.  The Plan limits the total number and amount
of loans outstanding at any time for each participant. The interest rate charged
on a loan  for its  duration  is the  prime  rate  plus two  percentage  points.
Interest  rates for  participant  loans  ranged  from  8.00% to 11.00% and terms
ranged from 11 months to 117 months as of December 31, 1998.


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.


Note 2.  Summary of Significant Accounting Policies

Basis of Accounting

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

Use of Estimates

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

Investment Valuation and Income Recognition

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

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


Contributions

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


Distributions

Distributions are recorded when paid.


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, 1998, 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,  1998,  the Plan assets  increased in value by
$14,835,136 which represented interest and dividends,  realized gains/losses and
unrealized appreciation/depreciation for the investments.


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 8 contracts with interest
rates from 6.15% to 7.33% and  maturities  from April 1999 to October 2000 as of
December 31, 1998.  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, 1998,  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                                      $43,686,479
         Managed Income Fund                                        19,787,480
         Blue Chip Fund                                              7,960,455



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.


<PAGE>
<TABLE>

                                   Schedule 1
                              ACNIELSEN CORPORATION
                                  SAVINGS PLAN
           ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                             As of December 31, 1998
                                 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                                                        $2,401,257          $3,319,659
                                                                              ----------------------------------
Total Common Stock                                                                2,401,257           3,319,659

Insurance Contracts:
     Fidelity Portfolio                                                             687,212             687,212
     Fidelity IPL                                                                11,064,709          11,064,709
     John Hancock GAC # 8776                       3-Apr-00           6.22%         981,533             981,533
     Metropolitan Life GAC # 24710                 1-Apr-99           7.33%       1,250,977           1,250,977
     Metropolitan Life GAC # 24712                 2-Oct-00           6.15%         577,654             577,654
     Metropolitan Life GAC # 24714                 2-Oct-00           6.75%       1,388,848           1,388,848
     New York Life GAC # 30644                     1-Oct-99           7.19%         725,243             725,243
     New York Life GAC # 30644-002                 3-Apr-00           6.25%         888,803             888,803
     Principal Mutual GAC # 4-26119-04            30-Sep-99           7.24%         913,949             913,949
     Principal Mutual GAC # 4-26119-05             1-Oct-00           6.40%       1,308,552           1,308,552
                                                                              ----------------------------------
Total Insurance Contracts                                                        19,787,480          19,787,480

Registered Investment Companies
     Growth & Income Fund                                                        32,309,046          43,686,479
     OTC Portfolio Fund                                                           2,502,462           3,033,155
     Blue Chip Fund                                                               6,471,344           7,960,455
     Asset Manager Fund                                                           1,281,777           1,221,887
     Low-Priced Stock Fund                                                        3,811,939           3,605,026
     Asset Manager: Growth Fund                                                   1,896,289           1,845,841
     Emerging Markets Fund                                                          408,980             311,863
     Diversified International Fund                                               2,348,346           2,441,592
     Asset Manager: Income Fund                                                   1,534,909           1,533,311
     Spartan US Equity Index                                                      1,472,204           1,646,734
                                                                              ----------------------------------
Total Registered Investment Companies                                            54,037,296          67,286,343

Cash Equivalents:
     Fidelity Institutional Cash Portfolio                                          791,368             791,368
                                                                              ----------------------------------
Total Cash Equivalents                                                              791,368             791,368

Loans To Participants *                                                                        -      1,969,043

Total Investments                                                               $77,017,401         $93,153,893
                                                                              ==================================
<FN>

*Interest rates of 8.00% to 11.00% and durations of 11 months to 117 months

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



Stamford, Connecticut,
June 2, 1999