UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              FOR THE TRANSITION PERIOD FROM _________TO _________

                        COMMISSION FILE NUMBER: 0 - 21460

                               NFO WORLDWIDE, INC.
                               -------------------
             (Exact name of registrant as specified in its charter)

              DELAWARE                                   06-1327424
              --------                                   ----------
      (State or other jurisdiction                    (I.R.S. Employer
      of incorporation or organization)               Identification No.)

2 PICKWICK PLAZA, GREENWICH, CT.                            06830
--------------------------------                            -----
(Address of principle executive offices)                 (Zip Code)


                                (203) 629 - 8888
                                ----------------
              (Registrant's telephone number, including area code)

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                     --------------------------------------
                                (Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]

         Indicate by checkmark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of the Form 10-K or any amendment to this Form 10-K. X

         The aggregate market value of the voting stock held by non-affiliates
of the registrant as of March 26, 1999, was approximately $160,431,671.

As of March 26, 1999, there were 21,435,826 shares of the registrant's Common 
Stock outstanding.

                       DOCUMENT INCORPORATED BY REFERENCE

         Selected portions of NFO Worldwide, Inc.'s 1999 Proxy Statement are
incorporated by reference into Part III of this report on Form 10-K.

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                                     PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

As certain of the statements made in the Form 10-K are "forward-looking
statements" (within the meaning of the Private Securities Litigation Reform Act
of 1995), they involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, clients' timing of new product introductions and reformulations,
clients' marketing budgets, industry and economic conditions, changes in
management or ownership of a client, the effect of the Company's competition on
client purchasing decisions, the strategic decisions of the Company's management
team, the extent to which the Company is successful in developing and marketing
its interactive marketing research techniques, the effect of foreign exchange
rate fluctuations, and other factors referenced in this Form 10-K. In addition,
the success of the Company's worldwide expansion efforts is dependent in part
upon the successful application of NFO's methodologies to different business and
consumer environments.

ITEM 1.  BUSINESS

ORGANIZATION

NFO Worldwide, Inc., together with its subsidiaries (the "Company" or "NFO"), is
a leading provider of research-based marketing information and counsel to the
worldwide business community, including over 3,000 clients globally. The Company
combines in-depth knowledge of key market sectors - consumer packaged goods and
foods, healthcare, financial services, travel and leisure, information
technology, automotive and business-to-business - with innovative data
collection methodologies and value added products. Key products and services
include continuous brand tracking, online research, consumer panels, and
multi-country research, as well as market evaluation, product development,
customer satisfaction, pricing, distribution and advertising effectiveness.

Through its proprietary pre-recruited consumer panel (the "NFO Panel" or the
"Panel") and other specialized databases, NFO offers access to over 600,000
North American households (over 1.5 million people) and to over 100,000 European
households. The Company offers its clients a wide variety of marketing research
services that identify and measure consumer beliefs, attitudes and behavior
regarding specific products and services. The Company believes that's its
products and services enable clients to develop better products, build more
powerful brands, and design and implement more effective marketing and
advertising strategies. The Company provides its services in 31 countries and
has 12,600 full and part-time employees.

The Company provides its marketing information services, databases and marketing
research services to a diverse group of clients, including 59 of the largest 100
companies of the FORTUNE 500 list, 23 of the top 25 U.S. bank holding companies,
and 37 of the world's 50 largest pharmaceutical firms. The Company also conducts
the Consumer Confidence Survey for the Conference Board that is recognized as a
leading economic indicator by the U.S. Department of Commerce.

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The Company, through its largest subsidiary NFO Research, Inc. ("NFOR"),
pioneered panel research over 50 years ago. The size and diversity of the NFO
Panel allows for specialized research targeting specific ethnic and demographic
segments in addition to routine types of marketing studies. The integrity of the
Panel is maintained through the expertise of a highly trained and knowledgeable
staff, state-of-the-art database systems, and an unwavering focus on developing
a strong rapport with Panel members. The Company believes that the size and
quality of the NFO Panel, its expertise in the custom design and execution of
marketing research, its experience in panel and information management and its
systems and processing capabilities give it a competitive advantage over other
marketing and consumer information services firms. The Company also believes
that these advantages enable it to identify various targeted consumer groups and
to measure their responses to or use of particular products and services
generally on a more timely and cost-effective basis than firms using non-panel
research methods.

In September 1997, the Company changed its name from NFO Research, Inc. to NFO
Worldwide, Inc., reflecting its rapidly expanding international presence, as
well as its growing capabilities and commitment to meeting its clients'
requirements with world-class quality, effectiveness, speed and efficiency. The
Company was named one of the 200 Best Small companies in America by Forbes
magazine in 1996 and 1997 and has since outgrown the criteria for the award.
Recently, the Company was named by Inside Research magazine as the fastest
growing marketing research firm in the world for the past five years.
Furthermore, as evidence of its dynamic growth strategy and desire for
heightened visibility in worldwide markets, in December 1997 the Company's
common stock was listed on the New York Stock Exchange. Since going public in
1993, the Company's stock had been traded on the NASDAQ.

ACQUISITIONS (1998). This past year was a period of unprecedented growth through
acquisitions at NFO. Most significant was the November 1998 acquisition of
Infratest Burke Aktiengesellschaft Holding ("Infratest Burke"). Founded in 1947,
Infratest Burke is headquartered in Munich, Germany, and ranks as one of the top
four custom marketing research firms in Europe with 35 offices in 15 countries.
The combination of NFO and Infratest Burke created the sixth largest marketing
research firm in the world, and one of the top three custom marketing research
companies globally. NFO was already the largest custom marketing research firm
in North America.

The Company completed two acquisitions in October 1998, Donovan Research Pty.
Ltd. ("Donovan") and City Research Group Plc ("City Research"). Donovan, founded
in 1974 and headquartered in Perth, Australia, is a full service custom research
agency with a leading position in fast-moving consumer goods, public policy,
tourism, customer satisfaction and continuous tracking research. In addition to
its own branded products, AdTest and Packtest, Donovan is also the exclusive
regional licensee of MarketMind(TM), a global brand tracking system acquired by
NFO in March 1998. City Research, founded in 1978 and headquartered in London,
England, is a leading UK marketing research firm specializing in financial
services. The company provides syndicated products customized for commercial
banking clients, including comprehensive market share data and information
relating to customer needs, customer satisfaction, and customer retention.

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The Company acquired Stochastic International Pty. Ltd. ("Stochastic") in August
1998. Stochastic is the developer of the Stochastic Reaction Monitor continuous
brand tracking system, which provides guidance on brand positioning to more than
60 companies in 33 countries. Stochastic was founded in 1981 and is
headquartered in London, England.

The Company completed three separate acquisitions in the spring of 1998, CF
Group, Inc. ("CF") in April and MarketMind Technologies ("MarketMind") and
Ross-Cooper-Lund ("RCL") in March. Founded in 1932, CF is headquartered in
Toronto and has client service offices in Montreal, Ottawa and Vancouver. CF
operates three divisions within Canada - Canadian Facts, the largest custom
marketing research organization in Canada, Applied Research Consultants ("ARC"),
and Burke International Research - which provide marketing, social and business
research services across a variety of industries. CF's data collection
capabilities include the largest personal (in-home) interviewing force in
Canada, the largest CATI (computer-assisted telephone interviewing) system
throughout 9 Canadian cities, and extensive mall interviewing facilities.
Additionally, CF maintains a consumer access panel similar to NFOR's, which
allows the Company to offer its clients seamless cross-border panel-based
research.

MarketMind, founded in 1987 with offices in Teaneck, New Jersey, and Melbourne,
Australia, owns and licenses the MarketMind(TM) system, which uses proprietary
software that combines a set of key diagnostic measures together with the
integration, interactive analysis and display of multiple streams of
longitudinal data.

RCL is a rapidly growing research-based consulting firm that conducts
large-scale studies that help clients to diagnose and monitor brand
communications and to optimize media budgets. RCL is located in Teaneck, New
Jersey, and is the exclusive licensee of the MarketMind(TM) system in the U.S.

ACQUISITIONS (1997). The Company aggressively pursued its growth-via-acquisition
strategy in 1997 with the December acquisition of New Zealand-based CM Research
Group ("CM Research"), the leading provider of custom marketing research in that
country and one of the largest marketing research organizations in Australia. CM
Research has 5 offices and 5 separate operating companies, and conducts studies
for a diversified list of blue chip clients. CM Research became part of MBL
(defined below) for operational purposes, making the latter one of only three
marketing research firms in the world with full coverage of the Australasia
region.

The Company took significant steps to expand its presence overseas when, in July
1997, it acquired The MBL Group Plc ("MBL"), a leading international marketing
research firm. MBL has 19 companies and 27 offices in 17 countries throughout
the world, including the UK, the Middle East, Asia, Mainland China and Southeast
Asia. Within the group, MBL has specialists in ad hoc quantitative research,
qualitative research, telephone research, and executive interviewing. MBL also
has specialists in consumer, social, industrial, and business-to-business
research and expertise in packaged goods, automotive, pharmaceutical, financial,
airline and travel industries. MBL's services include new product development
assistance, corporate image evaluation, employee and customer satisfaction
research, total quality management studies, brand-development monitoring, and
advertising development and tracking.

The Company expanded its presence in the financial services industry through the
May 1997 acquisition of Access Research ("Access") by Spectrem. Access was

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founded in 1987 and has built a national reputation as a leading source of
quantitative and qualitative research, consulting and communications services
addressing pension sales, operations and marketing issues, especially in the
401(k) market. The combined resources of Spectrem and Access allow clients to
benefit from the most extensive and accurate research on plan sponsors, plan
participants and performance benchmarks, along with expert advice on how to use
that information to make successful decisions.

In April, the Company acquired Prognostics, one of the leading providers of
survey-based quantitative customer satisfaction research to information
technology companies. Prognostics is based on Palo Alto, California, with
additional offices in Boston and London, and an affiliate relationship in Tokyo.
Through its proprietary software, advanced survey methodology and in-depth
industry knowledge, Prognostics offers the most complete range of services in
the marketplace. Information technology companies, having begun to shift from an
internal, engineering-based focus to an external, market-driven philosophy,
utilize Prognostics' services to assess their strengths, vulnerabilities and
competitive opportunities. The end result for the client is improved customer
retention rates, better-quality decisions and more efficient use of resources.

ACQUISITIONS (PRE-1997). In 1994, the Company acquired Payment Systems, Inc.
("PSI"), a Tampa, Florida-based provider of syndicated research products to the
financial services industry. PSI has over 100 clients in such financial service
areas as retail, corporate and private banking, insurance, mutual funds, and
credit cards. PSI is also very active in the international market, with its
London office surveying households in nearly a dozen European countries to
determine consumer attitudes toward the usage of debit cards and other financial
products. Additionally, PSI conducts research in Africa, the Middle East, the
Asia-Pacific region, and in six Latin American countries.

In 1996, as part of its strategy to diversify into the investment industry and
insurance sectors, PSI acquired Spectrem, which is headquartered in San
Francisco and has offices in New York, Los Angeles, Chicago, and Philadelphia.
Spectrem began operations in 1990 and has grown into a premiere provider of
consulting, mergers and acquisition advice and customized information products
to companies in the rapidly expanding investment services industry.

In response to the competitive environment within the healthcare industry and
the resulting opportunities afforded to providers of marketing information, the
Company acquired Migliara/Kaplan Associates ("M/K") and its affiliate,
Chesapeake Surveys Inc. ("CSI"), in 1996. M/K, with offices in Baltimore and
Princeton, is the nation's largest custom market research firm serving the
pharmaceutical industry. CSI provides data collection and survey services. The
studies conducted by M/K and CSI involve not only doctors but other third
parties, which compliments the NFOR HealthMed division's focus on the consumer.
M/K's clients now gain a multi-faceted perspective on all of the latest issues
affecting the healthcare and pharmaceutical industry.

Another rapidly changing industry is travel and tourism, which the Company
serves through its Plog Research Inc. ("Plog") subsidiary. Acquired in 1996,
Plog is based in Los Angeles and is a leading provider of syndicated research to
airlines, hotels, cruise lines and rental car companies. Plog has also conducted
both custom and large-scale multi-sponsored studies for major travel and leisure
industries.

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In 1995, the Company signed a joint venture agreement with IPSOS, S.A.
("IPSOS"), a major European marketing research firm, and LT Participations
("LT"), an IPSOS affiliate, to launch access panel activities in Europe. Under
the terms of the agreement, NFO, IPSOS and LT have agreed to launch joint
venture companies, initially in five western European countries. As part of the
agreement, NFO purchased a comparable portion of IPSOS' existing access panel
businesses in Germany and France during 1996, and operations subsequently began
in the UK and Italy, also. The joint ventures' international subsidiaries
include a combined panel of nearly 100,000 households in Germany, France, the UK
and Italy.

NFO Worldwide is committed to providing its clients with increasingly
innovative, results-oriented solutions to their information needs. This is why
the Company has changed so dramatically over the years and will continue to do
so in the future as it strives to become the undisputed global leader in the
marketing information business.

BUSINESS STRATEGY

The Company's goal is to become the worldwide leader in custom marketing
research. In order to accomplish this mission, NFO is aggressively pursuing a
four-pronged business development strategy.

BROADEN AND EXPAND CORE BUSINESS. The Company is combining and leveraging its
outstanding array of branded products, innovative research techniques and
people, with its global scale and vertical market sector expertise. The Company
intends to develop new services and research concepts that will distinguish it
from other marketing research companies while furthering its development as a
marketing information services company that can deliver superior research
products on a world-wide scale. The Company intends to use its panel methodology
and expertise in custom and syndicated research to expand existing client
relationships and to target new clients, particularly in the pharmaceutical,
high tech, telecommunications and financial services industries in which the
Company perceives a growing need for marketing research. The Company also is
keenly interested in developing, purchasing or licensing additional, horizontal
value-added products and services in areas such as ad testing, market modeling,
and brand equity/continuous tracking. It is hoped that the Company can utilize
its strong client relationships within its vertical industries to make these new
products and services commercially successful. The Company has expanded beyond
its core packaged goods business with new services while developing a strong
presence in healthcare, information technologies/telecommunications, and
financial services.

TECHNOLOGICAL ADVANCEMENTS. The Company's strategy is to pioneer new advances in
technology that will deliver its services more quickly, cost effectively, and
creatively, including opportunities in the areas of on-line marketing research
and data collection. The Company's focus on technological advancement is
twofold: internal and external. On the internal side, the Company is constantly
searching for ways to speed delivery of its services to its clients, and improve
the quality of and/or reduce the cost of its services. In 1998, the Company
deployed various technologies to speed the labor-intensive coding process for
processing questionnaires. In addition, the Company is currently in the process
of upgrading its questionnaire development to Microsoft Word for enhanced
compatibility. The Company also uses a predictive dialer that eliminates the
time telephone interviewers formerly spent dialing numbers and receiving busy
signals, thus increasing productivity of the telephone center. Additionally, NFO
data networks were upgraded to provide enhanced network connectivity between the
Company's offices, and the Company utilizes a document imaging system that saves
a significant amount of the time required to process questionnaire responses
compared to conventional data entry.



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NFO believes that the advent and growing penetration of on-line and Internet
services will change the mix of media used to conduct marketing research and
will grow the overall size of the marketing research industry. Industry growth
and media shift will be driven by several factors: 1) high speed access to the
needs, opinions and behaviors of consumers provided by interactive research will
make marketing research in general a more applicable and necessary business
function, especially in those industries where the demand for shorter product
development cycles are most acute; 2) the increasing penetration of interactive
communication technologies into U.S. and eventually international homes will
make interactive-based research a preferred method for researching the general
population; 3) the greater customer value provided by interactive-based research
will increase interactive research at the expense of existing methodologies, and
also cause the overall industry to grow.

To address these issues, in 1996 the Company established the NFO Interactive
division for the purpose of developing an interactive methodology for performing
marketing research. During 1996, the Company developed NFO//net.source, the
world's largest representative panel of interactive users, which currently
numbers over 190,000 households and over 530,000 individuals. By utilizing
e-mail and the World Wide Web to communicate with these panelists, the elapsed
time of collecting research information is shortened. This Interactive Panel
enables NFO to provide clients with access to a rich source of information about
the interactive market and provides the ability to conduct interactive research
with accuracy and speed.

The Company has created proprietary software systems to facilitate the
information collection process and shorten the cycle times required for
marketing research. These systems include survey development tools, database
management and integration systems, analytic software and Internet software
reporting tools. Development has also included extensive process development and
calibration studies to ensure NFO's interactive methods provide accurate results
and are responsive to customer needs.

The Company's interactive products include NFO//net.survey, custom quantitative
research via the Internet, NFO//net.gauge, web-site evaluation services,
NFO//net.focus, the conduct of focus groups using the Internet,
NFO//net.concept, a new tool to speed time to market and save product
development resources, and NFO//net.query, an interactive weekly e-mail survey.
The products are marketed by the various NFO companies. In addition, the Company
has forged separate strategic alliances with major players in the high tech
industry, which will enable it to further develop and provide value-added
products and services to its customer base. These alliances include Yahoo!,
Jupiter Communications, and LiveWorld Productions. These relationships allow NFO
to provide innovative research methodologies, including the conduct of virtual
focus groups and the presentation of unique imaging capabilities. The Company
expects to incorporate additional technologies to advance the effectiveness and
applications of marketing research. The Company believes it is one of the
leaders in the development of interactive and on-line interviewing in the
marketing research industry.

STRATEGIC ALLIANCES AND ACQUISITIONS. To enhance its development as a marketing
information company, the Company will seek to develop alliances or to acquire
companies which will establish or improve the Company's position in key market

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segments or enhance its research functions or technologies. Examples of this
strategy were the acquisitions of PSI and AMS in 1994, M/K, CSI, Plog, and
Spectrem in 1996, and MBL, Access, CM Research and Prognostics in 1997. The
Company continued this strategy in 1998 with the acquisitions of CF, MarketMind,
RCL, Stochastic, Donovan, City Research, and in November 1998, the acquisition
of Infratest Burke, one of the top four marketing research firms in Europe and
the eighth largest marketing research company in the world based on revenues.
The Company is keenly interested in increasing its presence in the high tech,
telecommunications, healthcare and financial services sectors. In addition, the
Company is interested in increasing its horizontal product and service
capabilities in the areas of ad testing, market modeling, brand
equity/continuous tracking, and interactive research.


NFO's acquisitions have enabled the Company to evolve into a broader, more
far-reaching marketing information business, providing its clients with
increasingly innovative, results-oriented solutions to their information needs.
The Company's criteria for acquisitions include 1) niche service companies that
are #1 or #2 in their markets, 2) strong management with vertical market sector
or horizontal product/service or geographic experience, 3) value added services
or products and 4) a cultural fit with NFO. The Company has very rigorous
acquisition criteria and personnel very experienced in the area of mergers and
acquisitions.

INTERNATIONAL MARKETS. The Company believes that international markets offer the
Company potential opportunities to expand the services performed for its
existing clients, many of which have substantial international operations, and
to attract new clients. Total worldwide marketing research spending was
estimated to be $12.1 billion in 1997 by the European Society for Opinion and
Marketing Research (ESOMAR) supplemented with NFO estimates. Spending is
estimated at $5.3 billion in Europe, $4.6 billion in the U.S. and Canada, $1.8
billion in Australasia and the Middle East, and $.4 billion elsewhere. In the
aggregate, marketing research spending outside North America represented $7.5
billion, or nearly 62%, of worldwide spending. To date, custom panel-based
research has not been widely used outside of the U.S.

The Company believes that international markets offer a source of future growth
for its financial services, pharmaceutical, high tech, telecommunications,
travel and leisure products, as well as its packaged goods business. To
capitalize on these and other perceived opportunities, the Company may seek to
acquire or enter into additional joint ventures or similar arrangements with
companies that have a presence in certain international markets in which the
Company perceives an increasing demand for custom and syndicated marketing
research.

The Company's recent steps - including its acquisitions of MBL, CM Research, and
CF - are indications of the potential the Company believes exists in the
international marketing research arena. In addition, the Company's acquisition
of Infratest Burke is expected to significantly enhance its capabilities on the
international front.

THE COMPANY'S SERVICES

The Company has three operating segments (as defined pursuant to Statement of
Financial Accounting Standards No. 131): North America, Europe and Australasia
and the Middle East. Within each of these operating segments, the Company has

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subsidiaries specializing in various market sectors and types of marketing
research services including consumer packaged goods and foods, healthcare,
financial services, travel and leisure, information technology, automotive,
business-to-business, panel-based research, continuous tracking, and stakeholder
management.

During 1998, the Company's North American revenues were $189.6 million, or
nearly 68%, of the Company's consolidated total of $280.1 million before
elimination of intercompany revenues of $4.8 million. European revenues were
$50.3 million, or 18% of the consolidated total, while revenues for Australasia
and the Middle East represented the remaining 14%. The Company believes that it
is the largest custom marketing research firm in North America, the third
largest in Europe, and among the top five marketing research firms in
Australasia and the Middle East. The Company believes it is the third largest
custom marketing research firm in the world.

A discussion of each of the operating segments and their larger subsidiaries and
key industries follows.

NORTH AMERICA

CUSTOM RESEARCH AND SYNDICATED SERVICES - NFO RESEARCH. Approximately one-fourth
of the Company's revenues are derived from custom panel research, and NFOR is
the largest of the Company's North American subsidiaries. NFOR conducts its
panel marketing research by surveying targeted segments of the NFO Panel
primarily through mail questionnaires and telephone interviews and, most
recently, interactive web-based surveys. The NFO Panel is designed to match the
general U.S. population according to U.S. Bureau of Census statistics on several
important geographic and demographic characteristics. NFOR develops and
maintains extensive demographic profiles of these households including
information with respect to size and composition of household, household income,
age of household members and education and occupation of adult household
members. NFO Panel members are located in substantially all of the more than
3,600 counties, 300 metropolitan statistical areas and 200 defined market areas
in the continental U.S.

NFOR believes that it can generally perform custom marketing research more
efficiently and reliably than firms using random research methods. Through the
pre-recruited NFO Panel, NFOR can identify on a timely and cost-effective basis
a significant sample of consumer households who have the specific 
characteristics targeted, based on study design, and who are likely to respond
to NFOR's surveys. In many cases, NFOR can easily select households with the
desired targeted characteristics from data maintained by NFOR concerning the NFO
Panel. In other cases involving the need to locate households with targeted
characteristics not previously identified, NFOR can efficiently locate such
households by screening a segment of its Panel members based on their profiles
through a short interview or as part of NFOR's "MultiCard Survey" program. This
capability is particularly efficient when seeking households or consumers with
"low incidence" characteristics (characteristics exhibited by a relatively small
segment of the general population). After locating a sufficient sample of
targeted households, NFOR can quickly perform the marketing research project by
surveying those sample households.

The Company believes that in recent years there has been a trend among its
clients to focus on smaller market segments for product or service introductions
and marketing programs rather than on broad, mass markets and to focus on
segmenting existing product lines to provide products developed for targeted
consumers. The size of the NFO Panel and NFOR's extensive demographic and


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geographical profiles of the NFO Panel households facilitate the ability of NFOR
to assist its clients with such "target" or "micro-marketing." NFOR has
capitalized on its expertise in locating and researching households within
specific geographic areas, with specific user characteristics or with unusual
profiles, such as individuals with certain ailments, by developing additional
panels of consumer households having demographic or other characteristics of
particular interest to clients. One such panel is the CHRONIC AILMENT PANEL,
administered by NFOR's HealthMed division, which was created in 1992 to service
the healthcare industry. The Chronic Ailment Panel was developed by screening
NFO's Panel of individuals for over sixty ailments and chronic conditions, eight
disabling conditions and users of several diagnostic testing kits. This
specialized sub-panel enables NFOR's clients to quickly identify and obtain
information regarding very low incidence conditions and ailments.

NFOR has operations facilities located in Toledo and Greensboro. NFOR maintains
large mailing and telecommunication facilities in its main operations center in
Toledo for the purpose of distributing and administering questionnaires or other
materials and packaging and distributing product samples or other materials to
survey participants. NFOR maintains a sales and marketing staff in nine
locations throughout the U.S. The research executives work primarily with the
marketing research departments and product brand management departments of its
clients. For many of its larger clients, NFOR emphasizes continuing research
programs, including continuous screenings, customer satisfaction programs and
annual tracking studies in which the consistency of study design and execution
over time is important. The stability of the NFO Panel makes such ongoing
studies possible, and often results in additional follow-up projects being
commissioned by the client.

The services provided by NFOR, as well as by some of the Company's other
subsidiaries, are used to perform the following basic types of studies:
ATTITUDE, USAGE AND AWARENESS TESTS, which measure the pre-disposition,
awareness and usage of products or services among consumers; PRODUCT TESTS,
which measure consumers' attitudes and purchasing and usage decisions regarding
a new, existing or reformulated product, a sample of which is provided to the
consumer by the client through NFOR; PURCHASE/OWNER PROFILES, which determine
demographic or other characteristics of consumers owning or purchasing a
particular product or service so that a client may improve the effectiveness of
marketing or advertising programs by properly positioning them to appropriate
consumers; PURCHASE OR CONSUMPTION DIARIES, in which panelists record in diaries
their actual purchase or usage of particular products over an extended period to
allow for evaluation of brand share and consumer shifts and trends; SCREENINGS,
which are used to identify demographic characteristics or the use or purchase of
or intention to purchase a product or service, particularly in connection with
low-incidence characteristics and products; and CONCEPT TESTS, in which
consumers are asked to give their reaction to a concept for a new product,
service or advertising campaign before it is developed or introduced into the
marketplace.

NFOR has an arrangement with IPSOS-ASI, one of the country's leading advertising
copy testing companies, that provides advertising concept tests for in-home
viewing by NFO Panel members. NFOR utilizes its Screen Test product that
provides a patented system by which a client's concept, product or advertising
message may be presented in an in-home setting for test material that needs to
be seen and heard by panelists rather than being described to them in writing or
over the telephone. The Screen Test product is a self-erasing videotape that
provides the security needed for handling marketing research of confidential
materials.

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The Company and BASES Worldwide ("BASES") jointly offer Volumetric Concept
Screening by Mail ("VCSM") to clients. BASES is a well-respected marketing
research company and a leader in simulated volume forecasting for new products
and services. This service allows clients to evaluate early state product ideas
and choose the most promising concepts. VCSM utilizes the NFO Panel and cost
saving mail methodology together with BASES' Key Measures Database of over 5,000
cases for comparative analysis. This is the second joint service offering by the
Company and BASES. The two companies also offer a cost saving approach to
simulated test marketing, utilizing the NFO Panel and BASES' expertise in
volumetric forecasting.

HEALTHCARE - MIGLIARA/KAPLAN. M/K is the nation's largest custom full-service
healthcare marketing research company with offices in Baltimore, Princeton, and
London. M/K distinguishes itself from its competitors because of its unique
ability to fuse leading-edge methodologies with decision-oriented business
analyses and recommendations.

M/K has completed over 3,400 custom studies for more than 150 pharmaceutical,
biotechnology, diagnostics, medical devices and managed care companies since its
founding in 1980. As a specialist in the area of new product development, M/K
guides products from concept to commercialization to post-launch tracking. M/K's
extensive expertise leads to shortened timetables for regulatory approval,
product launch and return on investment.

M/K's marketing research projects range from qualitative studies, such as
one-on-one interviews and in-depth focus groups, to highly specialized and
customized fully integrated studies using advanced multivariate methods. Many of
its research techniques are exclusive and proprietary, giving M/K a true
competitive advantage. M/K's strategic thinking directly impacts upon a
product's marketing potential. Study objectives frequently include determining
positioning strategies, identifying optimal price points, guiding clinical
development, identifying target audiences, developing promotional messages, and
tracking products post-launch.

M/K is also a leader in multivariate methods, including conjoint analysis with
market simulation, perceptual mapping, correspondence analysis, multidimensional
scaling, psychographic/lifestyle segmentation analysis, and factor and cluster
analysis.

M/K takes pride in the fact that many of its original clients are still with the
firm and have expanded their relationship over the years. Eighty percent of
M/K's client base is comprised of repeat business. M/K has historically
attracted clients from all corners of the healthcare industry, with management
expertise in both diagnostics and pharmaceuticals, giving them firsthand
knowledge of the issues surrounding brand management and the positioning of new
technologies.

FINANCIAL SERVICES - PSI GLOBAL. PSI offers a variety of syndicated programs
that provide insight to the financial services industry, as well as propriety
consulting services. The products cover a broad range of information utilized by
banks and financial institutions on consumer/retail banking services, private
banking and investment services, credit card services, distribution technology
and corporate banking services. PSI has provided research on credit card usage
in Europe since 1990. PSI has since expanded its coverage to bring the same
marketing research and strategic business planning expertise to Asia and Latin
America.

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FINANCIAL SERVICES - SPECTREM. Spectrem provides niche consulting and
acquisition and divestiture advisory services in the trust and investment
products sectors. Founded in 1990, Spectrem has six U.S. offices: San Francisco,
Los Angeles, New York, Chicago, Philadelphia and Tampa. Spectrem is a specialist
in the business side of investment and trust services and its professionals have
held top positions at leading banks, brokerage firms and investment management
companies.

FINANCIAL SERVICES - ACCESS RESEARCH. Access Research is a research-based
financial services consulting firm specializing in the retirement market. Access
Research has built a national reputation as a leading source of quantitative and
qualitative research, consulting and communications services addressing pension
sales, operations and marketing issues, especially in the 401(k) market. The
company is located in Windsor, CT.

FINANCIAL SERVICES - CITY RESEARCH. City Research, founded in 1978 and
headquartered in London, England, is a leading UK marketing research firm
specializing in the financial services sector. City Research's products are
complimentary to PSI's, and City Research works in conjunction with PSI to sell
to the financial services industry throughout the UK. The company provides
syndicated products customized for commercial banking clients, including
comprehensive market share data and information relating to customer needs,
customer satisfaction, and customer retention.

TECHNOLOGIES - PROGNOSTICS. Founded in 1981, Prognostics is a leading provider
of survey-based quantitative customer satisfaction research to information
technology companies worldwide. The Company is headquartered in Palo Alto,
California, and has additional offices in Boston and London and has an affiliate
relationship in Japan. Using its proprietary methodology (Loyalty Gap Analysis),
Prognostics measures customer loyalty and quantifies the customer's intention to
continue to purchase products from a particular supplier. By measuring what is
important to customers and how satisfied they are with respect to specific
attributes, the Prognostics methodology generates a quantitative figure - called
the loyalty gap - which directly correlates to customer loyalty. Prognostics has
developed a number of syndicated/ tracking survey products around this
methodology, and also performs specific, ad hoc research.
Prognostics works with over 250 clients worldwide.

TECHNOLOGIES - NFO INTERACTIVE. In 1996, the Company established its NFO
Interactive division for the purpose of developing an interactive methodology
for performing marketing research. The Company has developed NFO//net.source, an
interactive consumer panel of on-line households numbering over 190,000
households and over 530,000 individuals. With NFO//net.source, clients can
segment the market for selected groups of interactive customers. And, with
response rates in excess of 70% from NFO Interactive's pre-recruited on-line
panel, clients are assured of accurate results without the non-response and
self-selected bias often common with other interactive research methods. NFO
Interactive offers several products:

NFO//net.survey is custom quantitative research via the Internet using the
NFO//net.source on-line panel with the significant advantage of speed. Results
are often available in eight to ten days for Web-based surveys and as fast as
three to five days for e-mail surveys.

NFO//net.gauge delivers sophisticated, customized web-site analysis that goes
beyond the surface and truly evaluates a client's web-site effectiveness. The
product can trigger intelligent surveys to a random sample of visitors to the
site, or alternatively can arrange to have the site evaluated by a specific
target market using the NFO//net.source interactive panel. Using NFO//net.gauge,
clients are able to address critical issues such as who visits their web-site,
are they satisfied with it, and how does the site compare to that of the
competition.

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NFO//net.query is an interactive weekly e-mail survey providing responses from
more than 2000 households. It's a short, multi-client survey fielding up to
three questions each week with a very high response rate. Clients are able to
share the costs to determine the incidence of specific criteria, pre-screen for
on-line surveys or focus groups, test an idea, or get the answers to
need-to-know questions.

NFO//net.concept is a new tool to speed time to market and save product
development resources. It is not meant to be a substitute for formal concept
testing but rather it is a complimentary tool designed to help clients initially
gauge the potential of new product and marketing concepts. Essentially,
NFO//net.concept helps clients determine which potential ideas regarding
products, line extensions, or promotions deserve the clients scarce resources.

NFO//net.focus is the on-line equivalent to the conventional focus group, but
with the significant advantages of no geographic boundaries and no travel costs.
This product allows for 2-D, 3-D and soon live motion video for concept testing,
package testing, and product development.

The Company believes that there is significant commercial potential in providing
comprehensive interactive survey systems that feature greater speed and
household targeting than current methods and has introduced a number of new
interactive products to the marketplace. In addition, interactive information
collection has the advantage of low distribution and collection costs.

TECHNOLOGIES - NFO AD:IMPACT. Formerly known as National Yellow Pages Monitor
("NYPM"), NFO Ad:Impact now augments the former company's global-leading Yellow
Pages service offerings with several unique, Web-based audience measurement
applications. Launched in 1987, NFO Ad:Impact is the leading provider of
syndicated audience measurement to the $12 billion Yellow Pages industry. NFO
Ad:Impact ratings usage information is gathered from over 80,000 respondents
each year with results reported on a national level, across 535 major
metropolitan markets, over 500 individual Yellow Pages directory areas and
approximately 300 categories. NFO Ad:Impact also offers other syndicated and
custom research services to the Yellow Pages industry, including Active
Intermedia Measurement (AIM), Business Usage research and Web Site Survey
studies.

In 1998, NFO Ad:Impact added several syndicated Web-based audience measurement
applications utilizing the NFO Interactive Panel to gather its local market
online information. New analytical tools have been developed that will forecast
for local media providers showing how consumers' use of traditional Yellow Pages
and newspaper products will be affected by consumers' use of local online media.

NFO Ad:Impact provides a broad array of unique services that will help local and
national media players quantify the value of local advertising to local
advertisers. For example, one of the company's products, NFO//consumer.choice,
measures consumer awareness, usage of, and related actions taken (merchant
contact and/or purchase) from online searches. It is the benchmark local Web
audience measurement product, currently monitoring over 50 sites in each of 25
markets. The expanding base of clients of this service include Internet
newspapers, Internet Yellow Pages, city guides, search engines, and vertical Web
content providers like Cybermeals.


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TECHNOLOGIES - INFOCOM. In 1996, NFO established the InfoCom division that is
devoted to identifying, understanding and tracking business issues in the
communications and information technology industries. InfoCom provides access
for the communications and technologies industries to the NFO Panel members that
have been identified as wireless or mobile phone users, computer owners by brand
and operating system, interactive online subscribers and technologically
advanced households. Clients can access these consumers and others efficiently
for information to make better informed business decisions about the
marketplace.

CONTINUOUS BRAND TRACKING - MARKETMIND. MarketMind, founded in 1987 and located
in Teaneck, New Jersey and Melbourne, Australia, owns and licenses the
MarketMind(TM) system, which uses proprietary software that combines a set of
key diagnostic measures together with the integration, interactive analysis, and
display of multiple streams of longitudinal data. The MarketMind(TM) system is
licensed in 20 countries supporting hundreds of brands. The system can be
utilized for a number of purposes including: brand health monitoring, new
product launches, line extensions, special promotions, price discount and
premium tests, loyalty programs, public relations exercises, channel changes,
brand repositioning, customer satisfaction measurement, corporate image studies,
and marketing mix modeling. 

CONTINUOUS BRAND TRACKING - STOCHASTIC. Stochastic is the developer of the
Stochastic Reaction Monitor continuous brand tracking system, which provides
guidance on brand positioning to more than 60 companies in 33 countries.
Stochastic was founded in 1981 and is headquartered in London.

CONTINUOUS BRAND TRACKING - ROSS-COOPER-LUND. RCL is a rapidly growing
brand-based marketing research firm headquartered in Teaneck, New Jersey. RCL
conducts research that helps clients understand brand equity, advertising
testing, product development and testing, and large-scale studies that help
clients to diagnose and monitor brand communications and to optimize media
budgets. RCL is the exclusive U.S. licensee of the MarketMind(TM) continuous
information tracking system.

TRAVEL AND LEISURE - PLOG RESEARCH. Plog offers a number of syndicated products
to the travel and leisure industries. Plog's products provide information
regarding the attitudes and purchasing behavior of airline users, cruise and car
rental users, frequent flyer program members and hotel guests, including
comprehensive information about the business and leisure travel habits of
Americans. Another Plog syndicated product offers in-depth research on the
psychology of the users of interactive media and provides insight to advertisers
on when and how to use interactive media. Plog is located in Los Angeles and
East Brunswick, New Jersey.

CANADA - CF GROUP. Founded in 1932, CF is headquartered in Toronto and has
client service offices in Montreal, Ottawa and Vancouver. CF operates three
divisions within Canada - Canadian Facts, the largest custom marketing research
organization in Canada, Applied Research Consultants ("ARC"), and Burke
International Research - which provide marketing, social, and business research
services across a variety of industries. CF's data collection capabilities
include the largest personal (in-home) interviewing force in Canada, the largest

                                       14

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CATI (computer-assisted telephone interviewing) system with over 350 stations
throughout 10 Canadian cities, and extensive mall interviewing facilities. CF
serves its clients in a broad range of research categories including
advertising, concept and product service evaluation, public policy and political
research, business-to-business, and customer and employee satisfaction surveys.

CF's Canadian access panel, Canadian Family Opinion, when used in combination
with the NFO Panel enables clients to utilize the largest access panel in North
America for seamless cross-border research.

EUROPE

INFRATEST BURKE - INTERNATIONAL CUSTOM AND SYNDICATED SERVICES. NFO acquired
Infratest Burke in November 1998. Infratest Burke is a leading European
marketing research firm founded in 1947 and headquarter in Munich, Germany, with
35 offices in 15 countries. Infratest Burke was ranked by Marketing News in 1997
as the 8th largest marketing research organization in the world. In 1998, the
company served over 1,400 clients with 2,600 research and consultancy projects
and conducted over 2.2 million interviews. Infratest Burke has performed over
35,000 research projects since 1980 and has enjoyed over an 80% customer loyalty
rate from repeat clients. Infratest Burke has some of Europe's largest CATI
(computer-assisted telephone interviewing) and CAPI (computer-assisted personal
interviewing) systems, with over 700 and 900 stations, respectively. Infratest
Burke is ISO 9001 certified in key locations such as Germany, Italy, Sweden and
the UK.

Infratest Burke's products and services include professional expertise and
advanced technical resources in four major fields of activity: strategic and
tactical marketing, public policies, customer retention and personnel
development. The company conducts both quantitative and qualitative research for
a wide range of client management projects and provides multi-client research
regarding consumer business statistics. Other services include omnibus surveys,
hall/mall tests, and retail analysis. Among its major offerings are
AD-VISOR/A.C.E. (Advertising Campaign Evaluation), an on-air copy testing
service; COSMOS, a concept, product, and pricing optimization model; PRICER, a
pricing strategy analysis model; TRI:M, a customer retention model; and BASES, a
simulated test market software package that allows consumer packaged goods
marketers to predict the likely sales and success of new products before they
are formally launched to consumers. Infratest Burke has been the exclusive
European licensee of the BASES system for about 20 years.

Infratest Burke provides a wide array of specially-designed marketing research
studies and advisory services in selected key industry segments:

CONSUMER GOODS AND DURABLES - For more than four decades, Infratest Burke has
provided comprehensive marketing research services to global manufactures,
marketers and retailers of consumer goods and durables, including those involved
with food, soft drinks, diary products, toiletries, white goods,
clothing/apparel, and sporting goods. Infratest Burke supports its clients in
all aspects of their strategic and tactical brand marketing initiatives through
the use of both individually designed ad hoc studies and unique standardized
tools with an ultimate goal of determining the underlying consumer trends for
their clients products. The company believes it has developed industry-leading
marketing research tools and technologies in the area of sales forecasts and
image research that benefit their clients in providing consistency and
reliability of marketing data on a world-wide basis.

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<PAGE>

AUTOMOTIVE/TRANSPORTATION - For 25 years, Infratest Burke has conducted an
ongoing public opinion survey for is automotive clients structured to determine
and evaluate consumer attitudes on automotive-related products and services. The
company also conducts comprehensive new car and used car buyer surveys, which
attempt to uncover market patterns, buyer motivation, brand loyalty, and
consumer satisfaction. The company has designed ground-breaking measuring tools
specifically designed for transportation and traffic system analysis, including
products that monitor the needs and value of various transport systems and
products that assemble and interpret travel industry data to monitor the reasons
and motivations for personal and business travel and tourism.

INFORMATION TECHNOLOGY/TELECOMMUNICATIONS/MEDIA - Infratest Burke's clients in
this industry include hardline and cellular phone operators, voice/data
communication network providers, computer hardware manufacturers, software
developers, mainframe/workstation designers, fax/copier manufacturers, and
similar organizations. Products provided by the company are designed to provide
timely strategic information relating to market segmentation and positioning,
pricing policies, sales forecasts, new product launching analyses, advertising
campaign evaluations, standardized "dummy tests", electronic measuring methods,
and customer satisfaction and loyalty surveys. Infratest Burke has a long
history in this industry, originally serving radio broadcasting clients with
national audience measurement. Today, Infratest Burke provides specially
designed research studies for many private and public radio and TV companies,
print and electronic media providers, video/music industry participants, and
advertising companies.

HEALTHCARE/DRUGS - This industry in Europe is greatly affected by political
decisions and public pressure to develop new products. Successfully bringing a
new product to market depends increasingly on marketing research and marketing
support. Infratest Burke's specially commissioned studies and analyses focus on
providing clients strategic and timely data on the depth and breadth of
potential market segments, forecasted sales and penetration levels, early
warning studies, pricing and positioning models, customer needs and satisfaction
studies, economic analysis, continuous tracking systems, and qualitative
research projects.

FINANCIAL SERVICES - This industry has shown considerable growth due to changes
occurring in the industry, such as the pan-European currency unification and the
increasing use of electronic banking and media. The company's products are
designed to help clients across the complete marketing function, from pricing
and demand research studies, to sales analyses, to communications and
advertising research studies, in areas such as direct/electronic banking,
discount brokerage services, direct insurance, and other financial services
areas. The company developed its Financial Market Data Service ("FMDS") in
Europe more than 25 years ago as a continuous structural analysis survey tool to
gather and organize data within this sector.

BJM/MARKETING BEHAVIOUR/MARKETING BLUEPRINT - INTERNATIONAL. These UK-based
research firms were originally part of NFO's MBL Group and offer qualitative and
quantitative ad hoc research with high standards of research design and
creativity. Their clients cover a wide range of industries, including consumer
goods, business-to-business, service providers, pharmaceutical, automotive,
retail, and drinks. NFO's MBL Group UK companies are among the top ten marketing
research firms in Europe, and conduct research projects in 30 countries.
Operationally, these companies are now part of the European operating segment.

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BJM is the exclusive UK licensee of the Stochastic Reaction Monitor. Use of this
product provides clients, in essence, a continuous dialogue with their target
consumers, covering what they perceive the brands to be communicating, as well
as the impact of this on their beliefs about the brands and, where appropriate,
their behavior. The measures provided are rich in diagnostics, allowing a
greater understanding of the marketing process and indicating routes to improve
the cost-effectiveness of marketing activity.

EUROPEAN PANEL JOINT VENTURE. In 1995, the Company signed a joint venture
agreement with IPSOS, S.A. ("IPSOS"), a European marketing research firm, and LT
Participations ("LT"), an IPSOS affiliate, to launch joint venture companies,
originally in five western European countries. As part of the agreement, NFO
purchased a comparable portion of IPSOS' existing access panel businesses in
Germany and France during 1996. Operations have also begun in the UK and Italy.
The joint ventures' international subsidiaries are numerous and include a
combined panel of nearly 100,000 households in Germany, France, the UK and
Italy.

AUSTRALASIA AND THE MIDDLE EAST

MBL GROUP - INTERNATIONAL CUSTOM AND SYNDICATED SERVICES. MBL is a leading
international marketing research firm with offices in 16 countries throughout
Australasia and the Middle East. Founded in 1965, MBL provides strategic
planning, marketing research, and research-based consulting, on a worldwide
basis. Working through its own subsidiaries and affiliates in the Middle East,
Asia, and Southeast Asia, MBL has successfully carried out assignments in some
100 countries around the world. MBL's orientation is towards value-added
research - research which is oriented towards problem solving and interpretation
of data, rather than simple data provision. The company provides research-based
consultancy - answers to problems - not just answers to questions.

Within the group, MBL has specialists in ad hoc quantitative research,
qualitative research, telephone research, and executive interviewing. MBL has
specialists in consumer, social, industrial, and business-to-business research
and expertise in packaged goods, automotive, pharmaceutical, financial, airline
and travel industries. MBL's services include new product development
assistance, corporate image evaluation, employee and customer satisfaction
research, total quality management studies, brand-development monitoring, and
advertising development and tracking.

MBL specializes in international/multi-national project coordination and
operates the Stochastic Reaction Monitor brand-development franchise and the
ADD+IMPACT advertising pre-testing system, the Visionary Shopper, a
computer-based virtual reality shopping system, and the Idea Map, a
computer-based product and communication optimization system.

CM RESEARCH. CM Research, headquartered in Auckland, New Zealand, is the leading
provider of custom marketing research in New Zealand and one of the larger
marketing research organizations in Australia. With offices in five cities in
both countries, CM Research provides a number of proprietary and self-developed
brand services to a blue-chip client list.

DONOVAN. Donovan, founded in 1974 and headquartered in Perth, Australia, is a
full service custom research agency with a leading position in fast-moving
consumer goods, public policy, tourism, customer satisfaction, and continuous

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tracking research. In addition to its own branded products, AdTest and Packtest,
Donovan is also the exclusive regional licensee of MarketMind(TM), the global
brand tracking system acquired by NFO in March 1998.

CLIENTS

The Company is a leading provider of research-based marketing information and
counsel to the worldwide business community. Including its subsidiaries, the
Company conducts over 11,000 research projects annually for more than 3,000
clients in 31 countries. The Company's clients include 59 of the largest 100
companies on the FORTUNE 500 list, 23 of the top 25 U.S. bank holding companies,
and 37 of the world's 50 largest pharmaceutical firms. The Company's enviable
roster of clients is further characterized by the longevity of many of these
relationships. A number of the Company's core business clients have had ongoing
business relationships with the Company for between 30 and 50 years. The
longevity of these relationships is enhanced by data comparability with
information in the normative databases that the Company has helped its clients
build over the years. The Company's data is also used by its clients beyond the
research function. For example, some clients have incorporated the Company's
data into their internal performance evaluation systems.

The Company's client list includes over 3,000 companies. No single client
represented more than 10% of its total revenues in 1998 or 1997. The Company's
ten largest clients, which collectively represented approximately 21% of its
total 1998 revenues, are as follows:

         oBristol Myers Squibb              oPfizer, Inc.
         oBritish American Tabacco          oThe Procter & Gamble Company
         oCitibank                          oSearle
         oCoca-Cola                         oTelecom NZ Ltd.
         oGilette                           oUnilever

NFO also has provided the Consumer Confidence Survey among nationally
representative households each month for the past 30 years to the Conference
Board, a worldwide non-profit business information organization with many of
America's largest corporations as members. The Conference Board provides
research information to aid businesses in management practices and policy. The
U.S. Department of Commerce has recognized the Conference Board's Consumer
Confidence Survey performed by NFO as a leading economic indicator since August
1990. Consumer confidence surveys are used by government and private enterprises
as predictors of business cycles.

THE MARKETING RESEARCH INDUSTRY

Revenues for the worldwide marketing research industry reached $12.1 billion in
1997 according to the latest data from ESOMAR and supplemented by company
estimates. Spending is estimated at $5.3 billion in Europe (44%), $4.6 billion
in the U.S. and Canada (38%), $1.8 billion in Australasia and the Middle East
(15%) and $.4 billion elsewhere (3%). In the aggregate, marketing research
spending outside the U.S. represented $7.5 billion, or nearly 62%, of worldwide
spending. To date, custom panel-based research has not been widely used outside
of the U.S.

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The $4.6 billion domestic marketing research industry is comprised of numerous
marketing, advertising and public opinion research organizations that measure
consumer attitudes and behavior. The industry is made up of two segments: (i)
SYNDICATED research, which generally provides historical information regarding
past consumer purchasing decisions (such as aggregate sales or market share
within product categories) and is generally made available to the marketplace on
a non-exclusive basis, and (ii) CUSTOM OR AD HOC research, which is performed to
the specifications of a particular client.

Custom research involves the measurement of consumer beliefs, attitudes and
behavior toward particular products, services, concepts or advertising programs.
Custom research is generally conducted by obtaining information from consumers
through questionnaires or interviews. Because information is generally solicited
directly from consumers, custom research provides insights into consumers'
perceptions of products or services and the patterns of purchase and usage of
such products and services by consumers with particular demographic or other
profiles. Many clients use custom research to interpret the market share or
sales information provided by syndicated research. In addition, by testing a
proposed product or advertising campaign on a sample of consumers to whom the
product or campaign will be directed, a client can obtain information about the
targeted consumers' likely response to the product or campaign before incurring
the costs associated with the introduction of the product or campaign to the
marketplace. The American Marketing Association estimates that there are over
three thousand firms performing custom research services in the U.S., with no
firm holding a dominant share of that market. NFO believes it is the largest
U.S.-based custom marketing research firm.

Custom research may be conducted by panel surveys, unsolicited telephone
interviewing, door-to-door personal interviewing and central location
interviewing in places such as stores and shopping malls. The largest segment is
random telephone interviewing. The Company estimates that panel surveys account
for 12% of the segment and involve interviewing members of consumer households
who have previously agreed to participate in the research firm's surveys and who
have provided demographic and other data about themselves.

The Company is currently the largest custom PANEL research firm within the
industry, the sixth largest research organization in the world, and one of the
top three CUSTOM marketing research firms worldwide. NFO is niche oriented and
attempts to exploit specific areas of marketing research where market growth
rates are high, margin potential is good, and barriers to entry/exit and
competition are limited. Within the U.S., the Company believes it is ranked
number one in the following niche markets: custom healthcare research;
syndicated financial services research; panel-based packaged goods and services
research; high tech customer satisfaction research; and travel/leisure research.

The U.S. market is enjoying healthy growth and is becoming more international in
scope. According to the June 1998 issue of Marketing News, more than 39% of the
combined revenues for the top 50 U.S. marketing research firms come from
international activities. This revenue is generated through a combination of
subsidiaries, joint ventures, sales offices, and subcontracting of fieldwork to
non-U.S. firms. If the trend toward internationalization continues, Marketing
News estimates the Top 50 U.S. research firms together will generate 50% of
their revenues outside the U.S. by the year 2000.

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The custom marketing research industry is very competitive and highly
fragmented, with participants ranging from relatively small organizations to
large, multinational companies with substantial resources. NFO is also subject
to competition from marketing and research departments of various companies,
advertising agencies, and business-consulting firms. The Company believes that
its principal competitive advantages are in the quality of its design of a
marketing research product; the ability to design, perform and report on a
research project in a short period of time; its price; consistency of service;
the NFO Panel; and the global coverage that enables the delivery of consistent
research in a multi-country study environment. The Company believes that it
competes successfully on projects involving low-incidence or hard-to-find
consumers. NFO tends to be less competitive in connection with projects
involving simple study design or high incidence characteristics, particularly
those projects that can be performed by telephone interviews.

COMPETITION

The Company's primary worldwide competitors are as follows: Taylor Nelson
Sofres, based in London; The Kantar Group Ltd., based in London, UK; Gfk AG of
Nuremberg, Germany; IPSOS Group, S.A. of Paris, France; NPD Group of Port
Washington, NY; Market Facts, Inc. of Arlington Heights, IL; M/A/R/C Inc. of
Irving, TX; Audits & Surveys Worldwide, Inc. of New York, NY; and Opinion
Research Corp. of Princeton, NJ.

In terms of total research revenues, in 1997 NFO was ranked fifth ($190 million)
in the "Top 50 U.S. Research Organizations" list published by MARKETING NEWS in
June 1998, up from sixth in the prior year. In the "Top 25 Global Research
Organizations" list published by MARKETING NEWS, NFO was ranked ninth overall,
up from sixteenth in the prior year. The top three U.S. research companies were
ACNielsen Corp., Cognizant Corp. and Information Resources Inc., all of whom
primarily provide syndicated marketing information.

With the acquisition of Infratest Burke in November 1998, NFO believes it has
become the sixth largest marketing research firm in the world and the third
largest custom marketing research company worldwide based on revenues. The
Company believes it is the largest custom marketing research firm in North
America, the third largest in Europe and among the top five in Australasia and
the Middle East.

TRADEMARKS, PATENTS, SERVICE MARKS AND PROPRIETARY SOFTWARE

The Company owns several federally registered trademarks and service marks, the
most important of which are NFO, NFO Worldwide, NFO Research, National Family
Opinion, Payment Systems, PSI, Migliara/Kaplan, Screen Test, MarketMind and
MultiCard Survey. NFO uses the name "Carol Adams," the pen name of the founder's
wife who originally supervised contacts with NFO's panel households, in written
and oral communications with panel members and recruits, to create a personal
relationship between NFO and its panel members. Certain of the Company's
non-domestic subsidiaries also maintain various trademarks and patents in the
countries in which they operate.

NFO considers these trademarks and service marks to be material to the business
of the Company. The Company vigorously defends its trademarks and service marks
against infringement and other unauthorized use. The Company protects its
proprietary software and information systems by limiting access to key personnel
through the use of password systems.

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EMPLOYEES

As of December 31, 1998, the Company had 12,600 employees (3,100 full-time and
9,500 part-time). Approximately 1,300 of the 12,600 reside in the U.S.

The Company emphasizes the comprehensive training of its personnel. In addition
to training in an employee's primary area of responsibility, the Company trains
its staff to perform tasks among the different departments to ensure that
trained backup staff is available in areas that have periodic short-term
increased demand. The Company believes that it has historically experienced low
turnover of staff in both the professional and the clerical areas relative to
the marketing research industry generally. Long tenure helps to reduce the costs
of re-hiring and re-training and establishes and builds upon experience that can
be applied to all future work.

None of the Company's domestic employees are subject to a collective bargaining
agreement. CF has two separate unions covering certain of its employees in
Canada; the United Steelworkers of America covers 137 employees, and Le Syndicat
des Travailleuses et Travailleurs covers 45 employees. The Company has not
experienced any work stoppages and believes its relations with its employees are
good.

OTHER MATTERS

See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS for a discussion of the Year 2000 and Euro conversion
issues and Market Risk Management.

ITEM 2.  PROPERTIES

The Company's primary U.S. operations facility, including data entry, computer,
mailing and product storage and handling facilities, a regional sales office and
the largest of the Company's three telephone interviewing facilities is located
in an approximately 148,000 square foot complex located on approximately 77
acres owned by the Company in Toledo, Ohio. The facility was built in 1975 and
first expanded in 1982. The Company recently completed an expansion project
which added approximately 50,000 square feet of office space to the facility and
renovated the existing space.

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The Company's remaining facilities are all leased. The following is a summary of
the Company's office locations throughout the world:

<TABLE>
<CAPTION>

COMPANY                        LOCATIONS               COMPANY             LOCATIONS

<S>                           <C>                     <C>                  <C>
EXECUTIVE OFFICES              Greenwich, CT           INFRATEST BURKE     Munich, Germany
                                                                           Berlin, Germany
NFO RESEARCH                   Toledo, OH                                  Bonn, GermanyAtlanta, GA
Frankfurt, Germany
                               Chicago, IL                                 Hamburg, Germany
                               Cincinnati, OH                              Wetzler, Germany
                               Greensboro, CT                              Edinburgh, Scotland
                               Greenwich, CT                               London, England
                               Minneapolis, MN                             Paris, France
                               St. Louis, MO                               Bologna, Italy
                               San Francisco, CA                           Florence, Italy
                                                                           Milan, Italy
MIGLIARA/KAPLAN                Baltimore, MD                               Gothenburg, Sweden
CHESAPEAKE SURVEYS             Princeton, NJ                               Stockholm, Sweden
                               London, England                             Amsterdam, Netherlands
                                                                           Istanbul, Turkey
PSI/SPECTREM/ACCESS            Tampa, FL                                   Copenhagen, Denmark
                               New York, NY                                Madrid, Spain
                               San Francisco, CA                           Cincinnati, OH
                               Los Angeles, CA
                               Philadelphia, PA        MBL GROUP           London, England
                               Chicago, IL                                 Dubai, United Arab Emirates
                               Hartford, CT                                Riyadh, Saudi Arabia
                               London, England                             Hyderabad, India
                               Singapore                                   Colombo, Sri Lanka
                                                                           Hong Kong
CITY RESEARCH                  London, England                             Taipei, Taiwan
                                                                           Shanghai, China
PROGNOSTICS                    Palo Alto, CA                               Manila, Philippines
                               Boston, MA                                  Bangkok, Thailand
                               London, England                             Ho Chi Minh City, Vietnam
                                                                           Singapore
NFO INTERACTIVE                Greenwich, CT                               Kuala Lumpur, Malaysia
                                                                           Jakarta, Indonesia
NFO AD:IMPACT                  Greenwich, CT                               Bahrain, Bahrain
                               San Francisco, CA                           Dhaka, Bangladesh
                                                                           Cairo, Egypt
NFO INFOCOM                    Greenwich, CT
                               St. Louis, MO           CM RESEARCH         Auckland, New Zealand
                                                                           Wellington, New Zealand
MARKETMIND                     Teaneck, NJ                                 Sydney, Australia
                               Melbourne, Australia                        Brisbane, Australia
                                                                           Melbourne, Australia
STOCHASTIC                     London, England
                                                       DONOVAN             Perth, Australia
ROSS-COOPER-LUND               Teaneck, NJ
                                                       EUROPEAN            Paris, France
PLOG RESEARCH                  Los Angeles, CA           JOINT VENTURE     Hamburg, Germany
                               East Brunswick, NJ                          London, England
                                                                           Milan, Italy
AMS                            Greenwich, CT

CF GROUP                       Toronto, Canada
                               Montreal, Canada
                               Ottawa, Canada
                               Vancouver, Canada
</TABLE>

                                       22
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

The Company is not a party to any litigation that is expected to have a material
effect on the operations or business of the Company.

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

Not Applicable.


                                     PART II

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

The Company's common stock has traded on the New York Stock Exchange since
December 29, 1997. Prior to that, the Company's common stock was traded on the
NASDAQ National Market tier of the NASDAQ Stock Exchange since its initial
public offering was completed in April 1993. The Company's stock symbol is "NFO"
on the NYSE and was "NFOR" on the NASDAQ. As of March 26, 1999, there were 224
stockholders of record. The Company believes the total number of beneficial
shareholders to be in excess of 3,000 based on the information gathered in
distributing the Company's shareholder communications, such as Quarterly
Shareholder Statements and the Proxy Statement. The following table sets forth,
for the periods indicated, the high and low sales prices per share for the
Company's common stock as reported on the NYSE and NASDAQ. The stock prices have
been adjusted to give retroactive effect to the 3 for 2 stock split effected on
October 15, 1997. 

                                                  Sales Price
                                                  -----------
          Calendar Year 1998            High                        Low
          ------------------            ----                        ---
          First Quarter             $  21.375                   $  16.750
          Second Quarter               22.000                      15.625
          Third Quarter                18.750                       9.000
          Fourth Quarter               14.750                       5.550

          Calendar Year 1997            High                        Low
          ------------------            ----                        ---
          First Quarter             $  15.500                   $  11.170
          Second Quarter               17.500                      11.330
          Third Quarter                18.500                      14.500
          Fourth Quarter               21.630                      15.500

Since its initial public offering, the Company has never declared or paid any
cash dividends on its capital stock. The Company currently intends to retain any
earnings or other cash resources to repay indebtedness and finance growth and
therefore does not anticipate paying any cash dividends in the foreseeable
future. Any future determination to pay dividends will be at the discretion of
the Company's Board of Directors and will be dependent upon the results of
operations, financial condition, contractual restrictions and other factors
deemed relevant by the Board of Directors.

                                       23
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

Information required by this item is shown in Exhibit 99.1 and is hereby
incorporated by reference.

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

Information required by this item is shown in Exhibit 99.2 and is hereby
incorporated by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Information required by this item is shown in Exhibit 99.3 and 99.4 and is
hereby incorporated by reference.

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

The Company has had no disagreements on accounting and financial disclosures
with its independent public accountants.


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required in response to this item is incorporated by reference
to the Company's Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after the end of
the fiscal year covered by this report. With the exception of the information
specifically incorporated by reference, the Company's Proxy Statement is not to
be deemed filed as part of this report.

ITEM 11.  EXECUTIVE COMPENSATION

The information required in response to this item is incorporated by reference
to the Company's Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after the end of
the fiscal year covered by this report.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required in response to this item is incorporated by reference
to the Company's Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after the end of
the fiscal year covered by this report.

                                       24
<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required in response to this item is incorporated by reference
to the Company's Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after the end of
the fiscal year covered by this report.

                                     PART IV

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

(A) (1)-(2)   FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES:

The list of financial statements set forth in the Index to Financial Statements
at Page F-1 of Exhibit 99.3 is hereby incorporated by reference, and the list of
financial statement schedules set forth in the Index to Financial Schedules at
page S-1 of Exhibit 99.4 hereto is hereby incorporated by reference.

Financial Statement Schedules, other than that included in Exhibit 99.4, are
omitted because of the absence of the condition under which they are required or
because the required information is included in the Financial Statements and
related notes thereto.

(b)           REPORTS ON FORM 8-K

The following reports on Form 8-K were both filed during the three months ended
December 31, 1998:

Current Report on Form 8-K dated December 7, 1998, disclosing the change in the
registered auditor and chartered accountants of The MBL Group Plc.

Current Report on Form 8-K dated November 20, 1998, disclosing the purchase of
Infratest Burke Aktiengesellschaft Holding.

                                       25
<PAGE>

<TABLE>
<CAPTION>
                                                                                       Incorporated by
                                                                                        Reference from
                                                                                        --------------
                                                                         NFO Worldwide, Inc.
                                                                         Registration
Exhibit                                                                  Statement
Number                                                                   No. or Report                    Exhibit
------                                                                   -------------                    -------

<S>          <C>                                                         <C>                               <C>
3.1          Restated Certificate of Incorporation                       Report on Form 10-K
                                                                         for the year ended
                                                                         December 31, 1997.

3.2          Amended and Restated By-laws                                33-73516                           4.2
                                                                         (Form S-8)

4            Specimen Common Stock certificate                           33-58748                           4.1
                                                                         (Form S-1)

10.1         Loan Agreement, dated as of September 17,                   33-58748                          10.3
             1981, between County of Wood, Ohio and                      (Form S-1)
             Twenty-Seven Hundred Associates (Commercial
             and Research Facility) relating to the $3,200,000
             Industrial Development Revenue Bond

10.2         Amendment to Loan Agreement, dated as of                    33-58748                          10.4
             September 27, 1991, between County of Wood,                 (Form S-1)
             Ohio and the Predecessor relating to the
             $3,200,000 Industrial Development Revenue Bond

10.3         Loan Agreement, dated as of December 1,                     33-58748                          10.5
             1983, between County of Wood, Ohio and the                  (Form S-1)
             Predecessor relating to the $2,500,000
             Industrial Development Revenue Bond

10.4         Amendment to Loan Agreement, dated as                       33-58748                          10.6
             of September 27, 1991, between the County                   (Form S-1)
             of Wood, Ohio and the Predecessor relating to
             the $2,500,000 Industrial Development
             Revenue Bond

10.5         Assignment and Assumption Agreement,                        33-58748                          10.3
             dated as of September 27, 1991, between                     (Form S-1)
             the Predecessor and the Company

10.6         Registration Agreement, dated September 27,                 33-58748                         10.10
             1991, among the Company and its                             (Form S-1)
             stockholders parties thereto

10.7         Stockholders Agreement, dated as of                         33-58748                        10.11
             September 27, 1991, among the Company                       (Form S-1)
             and its stockholders

*Filed herewith.
+Management contract or compensatory plan or arrangement.

                                       26
<PAGE>


                                                                                       Incorporated by
                                                                                        Reference from
                                                                                        --------------
                                                                         NFO Worldwide, Inc.
                                                                         Registration
Exhibit                                                                  Statement
Number                                                                   No. or Report                    Exhibit
------                                                                   -------------                    -------

10.8         Amendment to Stockholders Agreement,                        33-58748                        10.12
             dated as of April 6, 1993, among the                        (Form S-1)
             Company and its stockholders

10.9+        Employment Agreement, dated March 15,                       Report on Form 10-K             10.14
             1995, between the Company and                               for the year ended
             William E. Lipner                                           December 31, 1994.

10.10+       Employment Agreement, dated as of                           Report on Form 10-K             10.10
             December 1, 1997, between the Company                       for the year ended
             and Patrick G. Healy                                        December 31, 1997.

10.11+       Employment Agreement, dated as                              Report on Form 10-K             10.11
             of December 1, 1997, between the Company                    for the year ended
             and Allen R. DeCotiis                                       December 31, 1997.

10.12+       Employment Agreement, dated as of                           Report on Form 10-Q             10.3
             September 12, 1995, between the Company                     for the quarter ended
             and Richard A. Spitzer                                      September 30, 1995.

10.13+       Employment Agreement, dated as of December 12,              Report on Form 10-K             10.13
             December 12, 1996, between the Company                      for the year ended
             between the Company and Charles B. Hamlin                   December 30, 1996.

10.14+       Agreement, dated October 25, 1994,                          Report on Form 10-Q             10.1
             between the Company and John Sculley                        for the quarter ended
                                                                         September 30, 1995.

10.15+       Employment Agreement, dated as of                           Report on Form 10-K             10.15
             December 1, 1997, between the Company                       for the year ended
             and Joseph M. Migliara                                      December 31, 1997.

10.16        Credit Agreement, dated as of March 9,                      Report on Form 8-K              2
             1998, among the Company, the Banks                          dated March 24, 1998.
             signatory thereto and Fleet Bank,
             National Association, as Agent

10.17+       NFO Research, Inc. Stock Option Plan,                       333-38497                       99
             as amended                                                  (Form S-3)

10.18+       NFO Research, Inc. Directors' Stock Option                  Report on Form 10-K             10.26
             Plan and Form of Directors' Stock Option                    for the year ended
             Agreement                                                   December 31, 1994.

*Filed herewith.
+Management contract or compensatory plan or arrangement.

                                       27

<PAGE>

                                                                                       Incorporated by
                                                                                        Reference from
                                                                                        --------------
                                                                         NFO Worldwide, Inc.
                                                                         Registration
Exhibit                                                                  Statement
Number                                                                   No. or Report                    Exhibit
------                                                                   -------------                    -------

10.19+       NFO Research, Inc. Profit Sharing Plan, and                 33-83002                        4.4
             amendments thereto                                          (Form S-8)

10.20+       NFO Research, Inc. Pension Plan, and                        33-58748                        10.26
             amendments thereto                                          (Form S-1)

10.21+       NFO Worldwide, Inc. Executive Deferred                      33-58748                        10.27
             Benefit Plan                                                (Form S-1)

10.22+       Deferred Compensation and Life Insurance                    Report on Form 10-K             10.29
             Benefit Agreement, dated as of May 3, 1980,                 for the year ended
             between the Company and William E. Lipner                   December 31, 1993.

10.23        Office Lease for the Company's headquarters                 Report on Form 10-K             10.31
             at Two Pickwick Plaza, Greenwich, Connecticut               for the year ended
             dated as of April 3, 1987, between JMB Property             December 31, 1994.
             Management Company and the Company, and
             amendments thereto, as extended

10.24        Office Lease at 5 Centerview Drive, Suite 110,              33-58748                        10.29
             Greensboro, North Carolina dated December                   (Form S-1)
             18, 1981, and amended on June 21, 1989, and
             June 24, 1992

10.25        Office Lease for PSI headquarters at 3030                   Report on Form 10-K             10.33
             North Rocky Point Drive West, Tampa, Florida                for the year ended
             dated September 10, 1993, between                           December 31, 1994.
             PSI and The Manufacturers Life Insurance Company

10.26        Office sub-lease for PSI headquarters at 3030               Report on Form 10-K             10.34
             North Rocky Point Drive West, Tampa, Florida                for the year ended
             dated September 10, 1994, between PSI and                   December 31, 1994.
             Knepper & Willard, Inc.

10.27        Office Lease for Migliara/Kaplan Associates,                Report on Form 10-K             10.27
             Inc. headquartered at 9 Park Center Court,                  for the year ended
             Owings Mills, Maryland dated January 1, 1998,               December 31, 1997.
             between Migliara/Kaplan Associates, Inc. and
             Nine Park Center Court, LLC.

*Filed herewith.
+Management contract or compensatory plan or arrangement.

                                       28
<PAGE>

                                                                                       Incorporated by
                                                                                        Reference from
                                                                                        --------------
                                                                         NFO Worldwide, Inc.
                                                                         Registration
Exhibit                                                                  Statement
Number                                                                   No. or Report                    Exhibit
------                                                                   -------------                    -------

10.28        Agreement and Plan of Merger, dated as of                   Report on Form 8-K              1
             January 1, 1994, by and among PSI Partners                  dated January 10, 1994.
             Acquisition Corporation, Payment Systems,
             Inc., the Company and the stockholders of
             PSI Partners Acquisition Corporation

10.29        Asset Purchase Agreement, dated as                          Report on Form 10-Q             10.2
             of November 7, 1994, among Advanced                         for the quarter ended
             Marketing Solutions, Inc., as Seller,                       September 30, 1994.
             Advanced Marketing Solutions Corp., as
             Buyer, and the Company

10.30        Master Joint Venture Agreement, dated                       Report on Form 10-K             10.27
             as of July 6, 1995, among the Company,                      for the year ended
             IPSOS S.A. and Societe Civile A.P.L.T.                      December 31, 1995.

10.31        Agreement and Plan of Merger, dated as of                   Report on Form 8-K              1
             November 7, 1995, by and among the                          dated January 3, 1996.
             Company, Migliara-Kaplan & Associates,
             Inc., and the Migliara/Kaplan Associates Inc.
             and the stockholders of Migliara-Kaplan &
             Associates, Inc.

10.32        Asset Purchase Agreement, dated as of                       Report on Form 8-K              2
             November 7, 1995, by and among the                          dated January 3, 1996.
             Company, Chesapeake Surveys, Inc., a Maryland
             corporation, and Chesapeake Surveys, Inc.,
             a Delaware corporation

10.33        Agreement and Plan of Merger, dated as of                   Report on Form 10-K             10.30
             December 8, 1995, by and among Plog                         for the year ended
             Research, Inc., a California corporation                    December 31, 1995.
             ("PRI-California"), Plog Research, Inc., a
             Delaware corporation, the Company, Stanley
             C. Plog and the stockholders of PRI-California

10.34        Agreement and Plan of Merger, dated as                      Report on Form 8-K              1
             of March 20, 1997, by and among                             dated October 22, 1997.
             Prognostics Corp., a Delaware Corporation,
             Prognostics, a California corporation dated October
             22, 1997 ("Prognostics"), the Company and
             the shareholders of Prognostics

*Filed herewith.
+Management contract or compensatory plan or arrangement.

                                       29

<PAGE>

                                                                                       Incorporated by
                                                                                        Reference from
                                                                                        --------------
                                                                         NFO Worldwide, Inc.
                                                                         Registration
Exhibit                                                                  Statement
Number                                                                   No. or Report                    Exhibit
------                                                                   -------------                    -------

10.35        Share Purchase Agreement among the                          Report on Form 8-K              1
             Company, NFO U.K., Inc. and the Shareholders                dated July 11, 1997.
             of The MBL Group Plc

10.36        Form of Minority Shareholder Share Purchase                 Report on Form 8-K              2
             Agreement for Acquisition of stock of Minority              dated July 11, 1997.
             Shareholders in a subsidiary of The MBL Group Plc

10.37        Stock Purchase Agreement, dated as of November 10,          Report on Form 8-K              10.1
             1998, by and among NFO Europe (Deutschland)                 dated November 20,
             GmbH & Co. KG, NFO Worldwide, Inc. (the "Company")          1998.
             and all of the Stockholders (the "Sellers") of Infratest
             Burke Aktiengesellschaft Holding ("Infratest Burke").

10.38        Letter Agreement, dated November 17, 1998, among            Report on Form 8-K              10.2
             the Company, Infratest Burke and the Sellers.               dated November 20,
                                                                         1998.

10.39        Note Purchase Agreement, dated as of November 20,           Report on Form 8-K              10.3
             1998, between the Company and each of the purchasers        dated November 20,
             signatory thereto relating to the Company's Adjustable      1998.
             Rate Series A Senior Notes due 2005 and the Company's
             Adjustable Rate Series B Senior Notes due 2008.

10.40        Note Purchase Agreement, dated as of November 20,           Report on Form 8-K              10.4
             1998, between the Company and each of the purchasers        dated November 20,
             signatory thereto relating to the Company's 9.84%           1998.
             Senior Subordinated Notes due 2008.

10.41        Amendment, dated as of November 20, 1998, to the            Report on Form 8-K              10.5
             separate Note Purchase Agreements dated as of March 9,      dated November 20,
             1998, between the Company and each of the institutions      1998.
             signatory thereto.

10.42        Amendment No. 1, dated as of November 20, 1998, to          Report on Form 8-K              10.6
             the Credit Agreement dated as of March 9, 1998, by          dated November 20,
             and among the Company, Fleet National Bank and The          1998.
             Chase Manhattan Bank, as co-agents, and the banks 
             signatory thereto.

*Filed herewith.
+Management contract or compensatory plan or arrangement.

                                       30
<PAGE>
                                                                                       Incorporated by
                                                                                        Reference from
                                                                                        --------------
                                                                         NFO Worldwide, Inc.
                                                                         Registration
Exhibit                                                                  Statement
Number                                                                   No. or Report                    Exhibit
------                                                                   -------------                    -------
10.43*       Note Purchase Agreement, dated as of March 26, 1999, 
             between the Company and each of the purchasers 
             signatory thereto relating to the Company's $7 million 
             7.52% Senior Notes due November 15, 2005.

10.44*       Note Purchase Agreement, dated as of March 26, 1999, 
             between the Company and each of the purchasers 
             signatory thereto relating to the Company's $8 million 
             9.84% Senior Subordinated Notes due November 15, 2008.

21*          Subsidiaries of the Company

23.1*        Consent of Arthur Andersen LLP

23.2*        Consent of Soteriou Banerji

27*          Financial Data Schedule

99.1*        Selected Financial Data

99.2*        Management's Discussion and Analysis of Financial Condition
               and Results of Operations

99.3*        Financial Statements

99.4*        Financial Statement Schedules

*Filed herewith.
+Management contract or compensatory plan or arrangement.
</TABLE>

                                       31

<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the 30th day of March
1999.


                                        NFO WORLDWIDE, INC.


                                        By: /s/ William E. Lipner
                                            ---------------------
                                            Chairman of the Board, President
                                            and Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 30, 1999.

/s/ William E. Lipner              Chairman of the Board, President,
---------------------              Chief Executive Officer and Director
William E. Lipner


/s/ Steven J. Gilbert              Director
---------------------
Steven J. Gilbert

/s/ Patrick G. Healy               President - Australasia and the Middle East,
--------------------               Chief Financial Officer and Secretary
Patrick G. Healy                   (Principal Financial Officer and
                                   Principal Accounting Officer)

/s/ Walter A. Forbes               Director
--------------------
Walter A. Forbes

/s/ Edmund A. Hajim                Director
--------------------
Edmund A. Hajim

/s/ John Sculley                   Director
--------------------
John Sculley

                                       32

<PAGE>

<TABLE>
<CAPTION>
                                                                                               Incorporated by
                                                                                               Reference from
                                                                                               --------------

                                                                 NFO Worldwide, Inc.
                                                                 Registration                               Sequential
Exhibit                                                          Statement                                  Page
Number                                                           No. or Report                 Exhibit      Number
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                              <C>                           <C>
3.1      Restated Certificate of Incorporation                   Report on Form 10-K           3.1
                                                                 for the year ended
                                                                 December 31, 1997.

3.2      Amended and Restated By-laws                            33-73516                      4.2
                                                                 (Form S-8)

4        Specimen Common Stock certificate                       33-58748                      4.1
                                                                 (Form S-1)

10.1     Loan Agreement, dated as of September 17,               33-58748                      10.3
         1981, between County of Wood, Ohio and                  (Form S-1)
         Twenty-Seven Hundred Associates (Commercial
         and Research Facility) relating to the $3,200,000
         Industrial Development Revenue Bond

10.2     Amendment to Loan Agreement, dated                      33-58748                      10.4
         as of September 27, 1991, between County                (Form S-1)
         of Wood, Ohio and the Predecessor
         relating to the $3,200,000 Industrial
         Development Revenue Bond

10.3     Loan Agreement, dated as of December 1,                 33-58748                      10.5
         1983, between County of Wood, Ohio and                  (Form S-1)
         the Predecessor relating to the $2,500,000 
         Industrial Development Revenue Bond

10.4     Amendment to Loan Agreement, dated                      33-58748                      10.6
         as of September 27, 1991, between                       (Form S-1)
         the County of Wood, Ohio and the
         Predecessor relating to the $2,500,000
         Industrial Development Revenue Bond

10.5     Assignment and Assumption Agreement,                    33-58748                      10.3
         dated as of September 27, 1991, between                 (Form S-1)
         the Predecessor and the Company

10.6     Registration Agreement, dated September                 33-58748                     10.10
         27, 1991, among the Company and its                     (Form S-1)
         stockholders parties thereto

*Filed herewith.
+Management contract or compensatory plan or arrangement.

                                       33

<PAGE>

                                                                                               Incorporated by
                                                                                               Reference from
                                                                                               --------------

                                                                 NFO Worldwide, Inc.
                                                                 Registration                               Sequential
Exhibit                                                          Statement                                  Page
Number                                                           No. or Report                 Exhibit      Number
------------------------------------------------------------------------------------------------------------------------------------

10.7     Stockholders Agreement, dated as                        33-58748                      10.11
         of September 27, 1991, among the                        (Form S-1)
         Company and its stockholders

10.8     Amendment to Stockholders Agreement,                    33-58748                      10.12
         dated as of April 6, 1993, among the                    (Form S-1)
         Company and its stockholders

10.9+    Employment Agreement, dated March                       Report on Form 10-K           10.14
         15, 1995, between the Company and                       for the year ended
         William E. Lipner                                       December 31, 1994.

10.10+   Employment Agreement, dated as                          Report on Form 10-K           10.10
         of December 1, 1997, between the                        for the year ended
         Company and Patrick G. Healy                            December 31, 1997.

10.11+   Employment Agreement, dated as                          Report on Form 10-K           10.11
         of December 1, 1997, between the                        for the year ended
         Company and Allen R. DeCotiis filed                     December 31, 1997.
         herewith

10.12+   Employment Agreement, dated as                          Report on Form 10-Q           10.3
         of September 12, 1995, between                          for the quarter ended
         the Company and Richard A. Spitzer                      September 30, 1995.

10.13+   Employment Agreement, dated as                          Report on Form 10-K           10.13
         of December 12, 1996, between the                       for the year ended
         Company and Charles B. Hamlin                           December 31, 1996.

10.14+   Agreement, dated October 25, 1994,                      Report on Form 10-Q           10.1
         between the Company and John Sculley                    for the quarter ended
                                                                 September 30, 1995.

10.15+   Employment Agreement, dated as of                       Report on Form 10-K           10.15
         December 1, 1997, between the Company                   for the year ended
         and Joseph M. Migliara                                  December 31, 1997.

10.16    Credit Agreement, dated as of                           Report on Form 8-K            2
         March 9, 1998, among the Company,                       dated March 24, 1998.
         the Banks signatory thereto and
         Fleet Bank, National Association, as Agent


*Filed herewith.
+Management contract or compensatory plan or arrangement.

                                       34


<PAGE>

                                                                                               Incorporated by
                                                                                               Reference from

                                                                 NFO Worldwide, Inc.
                                                                 Registration                               Sequential
Exhibit                                                          Statement                                  Page
Number                                                           No. or Report                 Exhibit      Number
------------------------------------------------------------------------------------------------------------------------------------

10.17+     NFO Research, Inc. Stock Option                       333-38497                     99
           Plan, as amended                                      (Form S-3)

10.18+     NFO Research, Inc. Directors' Stock                   Report on Form 10-K           10.26
           Option Plan and Form of Directors' Stock              for the year ended
           Option Agreement                                      December 31, 1994.

10.19+     NFO Research, Inc. Profit Sharing Plan, and           33-83002                      4.4
           amendments thereto                                    (Form S-8)

10.20+     NFO Research, Inc. Pension Plan, and                  33-58748                      10.26
           amendments thereto                                    (Form S-1)

10.21+     NFO Worldwide, Inc. Executive Deferred                33-58748                      10.27
           Benefit Plan                                                                        (Form S-1)

10.22+     Deferred Compensation and Life Insurance Benefit      Report on Form 10-K           10.29
           Agreement, dated as of May 3, 1980,                   for the year ended
           between the Company and William E. Lipner             December 31, 1993.

10.23      Office Lease for the Company's headquarters           Report on Form 10-K           10.31
           at Two Pickwick Plaza, Greenwich, Connecticut         for the year ended
           dated as of April 3, 1987, between JMB Property       December 31, 1994.
           Management Company and the Company, and
           amendments thereto, as extended

10.24      Office Lease at 5 Centerview Drive, Suite 110,        33-58748                      10.29
           Greensboro, North Carolina dated December             (Form S-1)
           18, 1981, and amended on June 21, 1989,
           and June 24, 1992

10.25      Office Lease for PSI headquarters at                  Report on Form                10.33
           3030 North Rocky Point Drive West, Tampa,             10-K for year ended
           Florida dated September 10, 1993, between             December 31, 1994
           PSI and The Manufacturers Life Insurance              
           Company

10.26      Office sub-lease for PSI headquarters at 3030         Report on Form 10-K           10.34
           North Rocky Point Drive West, Tampa, Florida          for year ended
           dated September 10, 1994, between PSI and             December 31, 1994
           Knepper & Willard, Inc.


*Filed herewith.
+Management contract or compensatory plan or arrangement.

                                       35

<PAGE>


                                                                                               Incorporated by
                                                                                               Reference from
                                                                                               --------------

                                                                 NFO Worldwide, Inc.
                                                                 Registration                               Sequential
Exhibit                                                          Statement                                  Page
Number                                                           No. or Report                 Exhibit      Number
------------------------------------------------------------------------------------------------------------------------------------

10.27    Office Lease for Migliara/Kaplan Associates,            Report on Form 10-K           10.27
         Inc. headquartered at 9 Park Center Court,              for the year ended
         Owings Mills, Maryland dated January 1, 1998,           December 31, 1997.
         between Migliara/Kaplan Associates, Inc. and
         Nine Park Center Court, LLC.

10.28    Agreement and Plan of Merger, dated as of               Report on Form 8-K            1
         January 1, 1994, by and among PSI Partners              dated January 10, 1994.
         Acquisition Corporation, Payment Systems, Inc.,
         the Company and the stockholders of PSI
         Partners Acquisition Corporation

10.29    Asset Purchase Agreement, dated as of                   Report on Form 10-Q           10.2
         November 7, 1994, among Advanced                        for the quarter ended
         Marketing Solutions, Inc., as Seller,                   September 30, 1994.
         Advanced Marketing Solutions Corp., as Buyer,
         and the Company

10.30    Master Joint Venture Agreement, dated as                Report on Form 10-K           10.27
         of July 6,1995, among the Company, IPSOS                for the year ended
         S.A. and Societe Civile A.P.L.T.                        December 31, 1995.

10.31    Agreement and Plan of Merger, dated as                  Report on Form 8-K            1
         of November 7, 1995, by and among the                   dated January 3, 1996.
         Company, Migliara-Kaplan & Associates, Inc.,
         Migliara/Kaplan Associates Inc. and the &
         stockholders of Migliara-Kaplan Associates, Inc.

10.32    Asset Purchase Agreement, dated as of                   Report on Form 8-K            2
         November 7, 1995, by and among the Company,             dated January 3, 1996.
         Chesapeake Surveys, Inc., a Maryland corporation,
         and Chesapeake Surveys, Inc., a Delaware corporation

10.33    Agreement and Plan of Merger, dated as                  Report on Form 10-K           10.30
         of December 8, 1995, by and among Plog                  for the year ended
         Research, Inc., a California corporation                December 31, 1995.
         ("PRI-California"), Plog Research, Inc., a
         Delaware corporation, the Company,
         Stanley C. Plog and the stockholders of
         PRI-California


*Filed herewith.
+Management contract or compensatory plan or arrangement.

                                       36
<PAGE>

                                                                                               Incorporated by
                                                                                               Reference from
                                                                                               --------------

                                                                 NFO Worldwide, Inc.
                                                                 Registration                               Sequential
Exhibit                                                          Statement                                  Page
Number                                                           No. or Report                 Exhibit      Number
------------------------------------------------------------------------------------------------------------------------------------

10.34    Agreement and Plan of Merger, dated as                  Report on Form 8-K            1
         of March 20, 1997, by and among Prognostics             dated October 22, 1997.
         Corp., a Delaware Corporation, Prognostics, a
         California corporation ("Prognostics"), the Company and
         the shareholders of Prognostics

10.35    Share Purchase Agreement among the Company,             Report on Form 8-K            1
         NFO U.K., Inc. and the Shareholders of The              dated July 11, 1997.
         MBL Group Plc

10.36    Form of Minority Share Purchase Agreement               Report on Form 8-K            2
         among the Company, NFO U.K., Inc., and the              dated July 11, 1997.
         Shareholders of The MBL Group PLC

10.37    Stock Purchase Agreement, dated as of November          Report on Form 8-K            10.1
         10, 1998, by and among NFO Europe (Deutschland)         dated November 20, 1998.
         GmbH & Co. KG, NFO Worldwide, Inc. (the "Company") 
         and all of the Stockholders (the "Sellers") of 
         Infratest Burke Aktiengesellschaft Holding 
         ("Infratest Burke").

10.38    Letter Agreement, dated November 17, 1998, among        Report on Form 8-K            10.2
         the Company, Infratest Burke and the Sellers.           dated November 20, 1998.

10.39    Note Purchase Agreement, dated as of November           Report on Form 8-K            10.3
         20, 1998, between the Company and each of the           dated November 20, 1998.
         purchasers signatory thereto relating to the
         Company's Adjustable Rate Series A Senior Notes
         due 2005 and the Company's Adjustable Rate Series
         B Senior Notes due 2008.

10.40    Note Purchase Agreement, dated as of November           Report on Form 8-K            10.4
         20, 1998, between the Company and each of the           dated November 20, 1998.
         purchasers signatory thereto relating to the
         Company's 9.84% Senior Subordinated Notes due 2008.

10.41    Amendment, dated as of November 20, 1998, to the        Report on Form 8-K            10.5
         separate Note Purchase Agreements dated as of           dated November 20, 1998.
         March 9, 1998, between the Company and each of the
         institutions signatory thereto.


*Filed herewith.
+Management contract or compensatory plan or arrangement.

                                       37

<PAGE>
                                                                                              Incorporated by
                                                                                               Reference from
                                                                                               --------------

                                                                 NFO Worldwide, Inc.
                                                                 Registration                               Sequential
Exhibit                                                          Statement                                  Page
Number                                                           No. or Report                 Exhibit      Number
------------------------------------------------------------------------------------------------------------------------------------
10.42    Amendment No. 1, dated as of November 20, 1998,         Report on Form 8-K            10.6
         to the Credit Agreement dated as of March 9, 1998,      dated November 20, 1998.
         by and among the Company, Fleet National Bank and 
         The Chase Manhattan Bank, as co-agents, and the banks 
         signatory thereto.

10.43*   Note Purchase Agreement, dated as of March 26, 1999,                                                  39
         between the Company and each of the purchasers signatory 
         thereto relating to the Company's $7 million 7.52% 
         Senior Notes due November 15, 2005.

10.44*   Note Purchase Agreement, dated as of March 26, 1999,                                                  86
         between the Company and each of the purchasers 
         signatory thereto relating to the Company's $8 million 
         9.84% Senior Subordinated Notes due November 15, 2008.

21*      Subsidiaries of the Company                                                                          152    

23.1*    Consent of Arthur Andersen LLP                                                                       158

23.2*    Consent of Soteriou Banerji                                                                          159

27*      Financial Data Schedule                                                                              160

99.1*    Selected Financial Data                                                                              161

99.2*    Management's Discussion and Analysis of Financial Condition                                          162
         and Results of Operations

99.3*    Financial Statements                                                                                 170

99.4*    Financial Statement Schedules                                                                        195


*Filed herewith.
+Management contract or compensatory plan or arrangement.
</TABLE>

                                       38