EXHIBIT 10.59

                        FORM OF INDEMNIFICATION AGREEMENT

         INDEMNIFICATION AGREEMENT (the "Agreement") dated as of [ , 1999],
between BERLITZ INTERNATIONAL, INC., a New York corporation (the "Company"), and
[ ] (the "Indemnified Party").

         WHEREAS the Indemnified Party was elected [ ] effective as of [ ] and
the Company wishes to indemnify the Indemnified Party from and after [ ] to the
fullest extent permitted by the certificate of incorporation of the Company (the
"Certificate of Incorporation"), the by-laws of the Company (the "By-laws") and
the New York Business Corporation Law ("NYBCL").

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained, the parties hereto agree as of the effective date as
follows:

         1. To the extent not prohibited by law, the Company shall pay on behalf
of the Indemnified Party an indemnification amount representing an amount which
he is or becomes legally obligated to pay, because he is or was made, or
threatened to be made, a party to any threatened, pending or completed action,
suit or proceeding (a "Proceeding"), whether civil, criminal, administrative or
investigative, including, without limitation, an action by or in the right of
the Company to procure a judgment in its favor, by reason of the fact that the
Indemnified Party is or was a director or an officer of the Company, or is or
was serving in any capacity at the request of the Company for any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against judgments, fines, penalties, excise taxes, amounts paid in
settlement and costs, charges and expenses (including attorneys' 

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fees and disbursements). The Indemnified Party serving in any capacity of (a)
another corporation of which a majority of the shares entitled to vote in the
election of its directors is held, directly or indirectly, by the Company or (b)
any employee benefit plan of the Company or any corporation referred to in
clause (a) above shall be deemed to be doing so at the request of the Company.

         2. Notwithstanding the foregoing, the Company shall not be liable under
this Agreement to make any payment in connection with any claim made against the
Indemnified Party:

              (a) for which the Indemnified Party has received payment under a
valid and collectible insurance policy, except in respect of any excess beyond
the amount of payment under such insurance; 

              (b) if a judgment or other final adjudication adverse to the
Indemnified Party establishes that he was personally gaining in fact a financial
profit or other advantage to which he was not legally entitled; or

              (c) if a judgment or other final adjudication adverse to the
Indemnified Party establishes that his acts were committed in bad faith or were
the result of active and deliberate dishonesty and, in either case, were
material to the cause of action so adjudicated.

         3. The Company shall reimburse or advance to the Indemnified Party the
funds necessary for payment of expenses, including attorneys' fees and
disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that such expenses
incurred by or on behalf of the Indemnified Party may be paid in advance of the
final disposition of a Proceeding only upon 

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receipt by the Company of an undertaking, by or on behalf of such Indemnified
Party, to repay any such amount so advanced if it shall ultimately be determined
by final judicial decision from which there is no further right of appeal that
such Indemnified Party is not entitled to be indemnified for such expenses.

         4. The Company shall pay all claims, or reimburse or advance all
expenses, under this Agreement, within 30 days after a written request therefor
has been received by the Company.

         5. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of the
Indemnified Party, who shall execute all papers required and shall do everything
that may be necessary to secure such rights, including the execution of such
documents necessary to enable the Company effectively to bring suit to enforce
such rights.

         6. In the event any Proceeding is brought against the Indemnified
Party, the Indemnified Party shall as soon as practicable notify the Company in
writing of the commencement thereof, and the Company shall be entitled to
participate therein and, to the extent that the Company may wish, assume the
defense thereof and after notice in writing to the Indemnified Party from the
Company of its election to assume the defense thereof, the Company shall not be
liable under this Agreement for any legal or other expenses subsequently
incurred by the Indemnified Party in connection with the defense thereof.

         7. The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Agreement shall be
enforceable by the Indemnified Party in any court of competent jurisdiction. The
burden or proving that such indemnification or reimbursement or advancement of
expenses is not appropriate shall be on 

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the Company. Neither the failure of the Company (including its Board of
Directors (the "Board"), its independent legal counsel and its shareholders) to
have made a determination prior to the commencement of such action that such
indemnification or reimbursement or advancement of expenses is proper in the
circumstances nor an actual determination by the Company (including its Board,
its independent legal counsel and its shareholders) that the Indemnified Party
is not entitled to such indemnification or reimbursement or advancement of
expenses shall constitute a defense to the action or create a presumption that
the Indemnified Party is not so entitled. The Indemnified Party shall also be
indemnified for any expenses incurred in connection with successfully
establishing his right to such indemnification or reimbursement or advancement
of expenses, in whole or in part, in any such Proceeding.

         8. The Indemnified Party may elect to have the right to indemnification
or reimbursement or advancement of expenses interpreted on the basis of the
applicable law in effect at the time of the occurrence of the event or events
giving rise to the applicable Proceeding, to the extent permitted by law, or on
the basis of the applicable law in effect at the time such indemnification or
reimbursement or advancement of expenses is sought. Such election shall be made,
by a notice in writing to the Company, at the time indemnification or
reimbursement or advancement of expenses is sought; provided, however, that if
no such notice is given, the right of indemnification or reimbursement or
advancement of expenses shall be determined by the law in effect at the time
indemnification or reimbursement or advancement of expenses is sought.

         9. The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Agreement shall not be deemed
exclusive of any other rights to which the Indemnified Party may have or
hereafter be entitled under any 

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statute, the Certificate of Incorporation or the By-laws, any other agreement,
any vote of stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office.

         10. The Company shall maintain an insurance policy or policies
providing directors' and officers' liability insurance to the extent such
insurance is reasonably available at a reasonable cost.

         11. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing, shall be transmitted by personal delivery,
by registered or certified mail, return receipt requested, postage prepaid, or
by telecopier or other electronic means and shall be addressed as follows:

             if to the Company, to:
             Berlitz International, Inc.
             400 Alexander Park
             Princeton, NJ  08540

             Attention:       Robert C. Hendon, Jr., Esq.
             Facsimile:       (609) 514-9670

             if to the Indemnified Party, to:

             [                         ]

Either party hereto may designate a new address to which notices required or
permitted to be given pursuant to this Agreement shall thereafter be transmitted
by giving notice to that effect to the other party. Each notice shall be deemed
to have been given, delivered, received and to have become effective for all
purposes at the time it shall have been (a) delivered to the addressee as
indicated by the return receipt (if transmitted by mail or personal delivery),
the affidavit of the messenger (if transmitted by personal delivery) or the
answer back or call back (if transmitted by telecopier or other electronic
means), or (b) presented for delivery to the 


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addressee as so indicated during normal business hours, if such delivery shall
have been refused for any reason.

         12. This Agreement shall be governed by, and be construed and enforced
in accordance with, the laws of the State of New York applicable to contracts
made and to be performed in such state, without giving effect to the principles
of conflicts of laws that might indicate the applicability of any other law.

         13. This Agreement shall be binding upon all successors and assigns of
the Company (including any transferee of all or substantially all of its assets
and any successor by merger or operation of law). The rights to indemnification
and reimbursement or advancement of expenses provided by, or granted pursuant
to, this Agreement shall continue as to the Indemnified Party who has ceased to
be an officer of the Company and shall inure to the benefit of his executors,
administrators, legatees and distributees.

         14. If any provision or provisions of this Agreement shall be
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify the Indemnified Party to the fullest extent
permitted by all remaining provisions of this Agreement that shall not have been
invalidated, and to the fullest extent permitted by applicable law.

         15. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a number of copies hereof each signed by less
than all, but together signed by all, of the parties hereto.

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and signed as of the day and year first written above.

                                              BERLITZ INTERNATIONAL, INC.

                                              By: /s/ Hiromasa Yokoi
----------------------                            ------------------
[                 ]                               Hiromasa Yokoi
                                                  Vice Chairman,
                                                  Chief Executive officer and
                                                  President

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