Exhibit 10.38

                                                               EXECUTION VERSION

                                    FOURTH AMENDMENT, dated as of May 24, 2004
                           (this "Amendment"), to the $192,500,000 AMENDED AND
                           RESTATED FIVE-YEAR REVOLVING CREDIT AND COMPETITIVE
                           ADVANCE FACILITY AGREEMENT, dated as of May 20, 2002
                           (as amended, the "Revolving Credit Agreement"), among
                           THE READER'S DIGEST ASSOCIATION, INC., a Delaware
                           corporation (the "Company"), the BORROWING
                           SUBSIDIARIES party thereto (the "Borrowing
                           Subsidiaries"), the LENDERS party thereto (the
                           "Lenders") and JPMORGAN CHASE BANK, as administrative
                           agent (in such capacity, the "Administrative Agent")
                           and collateral agent (in such capacity, the
                           "Collateral Agent").


                                   WITNESSETH:

     WHEREAS,  pursuant to the  Revolving  Credit  Agreement,  the Lenders  have
agreed  to extend  credit to the  Borrowers  on the  terms  and  subject  to the
conditions set forth therein.

     WHEREAS,  the Company has requested that the Required Lenders amend certain
provisions of the Revolving  Credit  Agreement in connection  with the amendment
and  restatement of the Term Loan Agreement (as defined in the Revolving  Credit
Agreement  prior to  giving  effect to this  Amendment)  and the  Lenders  whose
signatures appear below, constituting at least the Required Lenders, are willing
to amend  the  Revolving  Credit  Agreement  on the  terms  and  subject  to the
conditions set forth herein.

     NOW, THEREFORE,  in consideration of the mutual agreements herein contained
and other good and valuable consideration,  the sufficiency and receipt of which
are hereby acknowledged, the parties hereto hereby agree as follows:

     SECTION 1. Defined Terms.  Capitalized terms used but not otherwise defined
herein have the meanings assigned to them in the Revolving Credit Agreement.

     SECTION 2. Amendments to Section 1.01. The following  definitions set forth
in Section 1.01 of the Revolving  Credit Agreement are hereby amended by to read
in their entirety as follows

                  "Headquarters Sale and Leaseback" means a sale and leaseback
         transaction consisting of the sale of the Company's headquarters
         located in the town of New Castle and having a mailing address at
         Reader's Digest Road, Pleasantville, NY 10570, for Net Proceeds of not
         less than $35,000,000 (which Net Proceeds shall be used to repay either
         (a) amounts outstanding under the Term Loan Agreement as required
         pursuant to Section 2.12(b) thereof or (b) Standby Loans to the extent
         such Standby Loans have been borrowed to prepay Term Loans outstanding
         under the Term Loan Agreement), and the partial leaseback of such
         headquarters by the Company.

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                  "Interest Expense" means, for any period, the interest expense
         of the Company and the consolidated Subsidiaries for such period
         determined on a consolidated basis in accordance with GAAP (and giving
         effect to any Swap Agreements that have the effect of increasing or
         decreasing such interest expense), including (i) the amortization of
         debt discounts to the extent included in interest expense in accordance
         with GAAP, (ii) the amortization of all fees (including fees with
         respect to interest rate protection agreements or other interest rate
         hedging agreements) payable in connection with the incurrence of
         indebtedness to the extent included in interest expense in accordance
         with GAAP, (iii) the portion of any rents payable under capital leases
         allocable to interest expense in accordance with GAAP and (iv) the
         amount of commitment fees incurred prior to the Original Effective Date
         under the Fee Letter dated as of March 21, 2002, as amended as of April
         19, 2002, among the Company, JPMCB and GSCP; provided, that for
         purposes of computing the Consolidated Interest Coverage Ratio and the
         Consolidated Fixed Charge Coverage Ratio for any period, Interest
         Expense will exclude the effect of any acceleration of the amortization
         of deferred financing fees paid in cash in earlier periods as a result
         of the making of the Tranche A Term Loans under the Term Loan Agreement
         and the application of the proceeds thereof as provided therein.

                  "Term Loan Agreement" means the Amended and Restated Term Loan
         Agreement dated as of May 24, 2004, as amended, supplemented or
         otherwise modified from time to time, among the Company, certain
         borrowing subsidiaries, certain lenders, ABN Amro Bank N.V., National
         Australia Bank Limited and The Royal Bank of Scotland plc, as
         co-documentation agents, and JPMorgan Chase Bank, as administrative
         agent and collateral agent.

     SECTION 3. Representations,  Warranties and Agreements.  The Company, as to
itself and each of its  Subsidiaries,  hereby  represents  and  warrants  to and
agrees with each Lender and the Administrative Agent that:

(a)      The representations and warranties set forth in Article IV of the
         Revolving Credit Agreement, as amended hereby, are true and correct in
         all material respects on and as of the Amendment Effective Date (as
         defined below), and after giving effect to this Amendment, with the
         same effect as if made on and as of such date, except to the extent
         such representations and warranties expressly relate to an earlier
         date; and

(b)      This Amendment has been duly authorized, executed and delivered by the
         Company and each Borrowing Subsidiary. Each of this Amendment and the
         Revolving Credit Agreement as amended hereby constitutes a legal, valid
         and binding obligation of the Company and each Borrowing Subsidiary,
         enforceable against the Company and each Borrowing Subsidiary in
         accordance with its terms, except as enforceability may be limited by
         (i) any applicable bankruptcy, insolvency, reorganization, moratorium
         or similar laws affecting the enforcement of creditors' rights
         generally and (ii) general principles of equity.


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                                                                               3

(b)      As of the Amendment Effective Date (as defined below), after giving
         effect to this Amendment, no Default has occurred and is continuing.

     SECTION  4.  Conditions  to  Effectiveness.  This  Amendment  shall  become
effective  as of the date  that the  following  conditions  are  satisfied  (the
"Amendment Effective Date"):

(a)      The Administrative Agent shall have received duly executed counterparts
         hereof which, when taken together, bear the authorized signatures of
         the Company, the Borrowing Subsidiaries and the Required Lenders;

(b)      To the extent invoiced, the Administrative Agent shall have been
         reimbursed for all its reasonable out of pocket expenses, including the
         reasonable fees, charges and disbursements of its counsel, related to
         this Amendment or the Revolving Credit Agreement.

     SECTION  5.  Revolving  Credit  Agreement.  Except as  specifically  stated
herein,  the Revolving  Credit Agreement shall continue in full force and effect
in  accordance  with  the  provisions  thereof.  As  used  therein,   the  terms
"Agreement",  "herein",  "hereunder",  "hereto",  "hereof"  and words of similar
import  shall,  unless the context  otherwise  requires,  refer to the Revolving
Credit Agreement as modified hereby.

     SECTION 6.  Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     SECTION 7.  Counterparts.  This  Amendment may be executed in  counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original but all of which, when taken together, shall constitute a
single  instrument.  Delivery of an executed  counterpart of a signature page of
this Amendment by telecopy shall be effective as delivery of a manually executed
counterpart hereof.

     SECTION 8.  Expenses.  The  Company  agrees to (a) pay all fees  separately
agreed to between  the  Company and the  Administrative  Agent  relating to this
Amendment  and  (b)  reimburse  the  Administrative  Agent  for  its  reasonable
out-of-pocket  expenses  in  connection  with  this  Amendment,   including  the
reasonable  fees,  charges and  disbursements  of  Cravath,  Swaine & Moore LLP,
counsel for the Administrative Agent.



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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
date first above written.

                           THE READER'S DIGEST ASSOCIATION, INC.,
                           by:

                           -----------------------------------------------------
                           Name:
                           Title:

                           BOOKS ARE FUN, LTD.,
                           by:

                           -----------------------------------------------------
                           Name:
                           Title:

                           QSP, INC.,
                           by:

                           -----------------------------------------------------
                           Name:
                           Title:

                           REIMAN MEDIA GROUP, INC.,
                           by:

                           -----------------------------------------------------
                           Name:
                           Title:

                           JPMORGAN CHASE BANK, individually and as
                           Administrative Agent and Collateral Agent,
                           by:

                           -----------------------------------------------------
                           Name:
                           Title:


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                           To approve the Fourth Amendment to the Revolving
                           Credit Agreement:


                           Name of Institution:
                           -----------------------------------------------------
                           by:

                            ----------------------------------------------------
                            Name:
                            Title: