Exhibit 10.28


                          [RDA Letterhead]


                                   April 10, 1997

Mr. George S. Scimone
Vice President and
  President Reader's Digest USA
The Reader's Digest Association, Inc.
Pleasantville, NY  10570-7000

Dear George:

This  letter serves to confirm those payments and benefits  that  you
will  receive,  subject  to  and in accordance  with  the  terms  and
conditions of this Agreement in connection with a termination of your
employment with the Company.

1.   Termination of Employment

1.1  The  Company may terminate your employment at any time, with  or
     without  stated reason.  You shall receive the benefits provided
     hereunder  upon the termination of your employment  by  you  for
     "Good Reason," as defined in Section 1.2, or the termination  of
     your  employment by the Company, unless such termination is  for
     "Cause,"  as defined in Section 3.1 of the Severance Plan.   Any
     termination  by you shall be communicated by written  Notice  of
     Termination  indicating  the  termination  provision   in   this
     Agreement  relied  upon, if any, and the  Date  of  Termination;
     provided  that  the Date of Termination shall  in  no  event  be
     earlier  than  10  business days after the date  on  which  such
     Notice  of  Termination  is effective  pursuant  to  Section  15
     hereof.

1.2  For  purposes  of this Agreement, "Good Reason" shall  mean  the
     occurrence of any of the following without your express  written
     consent:

     1.2.1                         the assignment to you without your
          written consent of any duties materially inconsistent  with
          your  then  current position, duties, responsibilities  and
          status  with  the  Company,  or  a  material  change  or  a
          substantial  diminution  in your  then  current  authority,
          reporting  responsibilities, titles or offices, or  removal
          from  or  failure to re-elect you to any such  position  or
          office  except  in  the  event of  a  termination  of  your
          employment  for Cause, death, total disability (as  defined
          in  The Reader's Digest Association, Inc. Retirement  Plan)
          or mandatory retirement;
     
     1.2.2                         a reduction by the Company in your
          annual  base  salary  as in effect  on  the  date  of  this
          Agreement  or  as the same may be increased  from  time  to
          time, unless such reduction is part of and consistent  with
          a  good  faith management-wide or Company-wide cost cutting
          program,  and then only if the percentage of your reduction
          is no greater than that of the other management personnel;
     
     1.2.3                          a relocation without your written
          consent to an office located anywhere other than within  50
          miles of your primary residence, except for required travel
          on  Company  business to an extent substantially consistent
          with your then current business travel obligations;
     
     1.2.4                          the  failure  by the  Company  to
          continue  in  effect any compensation plan or other  fringe
          benefit provided by the Company in which you participate on
          the  date  of  this  Agreement that, by itself  or  in  the
          aggregate, is material to your total compensation from  the
          Company,   unless  there  shall  have  been  instituted   a
          replacement or substitute plan or fringe benefit  providing
          comparable benefits or unless such failure is part  of  and
          consistent   with  a  good  faith  benefit   discontinuance
          applicable  to  all  of  the management  personnel  of  the
          Company  and  then only if the scope of the  discontinuance
          with  respect to you is no greater than that of  the  other
          management personnel; or
     
     1.2.5                          the  failure  of the  Company  to
          obtain  a satisfactory agreement from any successor to  the
          Company to assume and agree to perform this Agreement.  The
          Company shall use its best efforts to require any successor
          (whether   direct   or  indirect,  by   purchase,   merger,
          consolidation or otherwise) to all or substantially all  of
          the businesses or assets of the Company to expressly assume
          and agree to perform this Agreement.

1.3  Any  termination  of your employment by you  for  "Good  Reason"
     shall  be made within 180 days after the occurrence of the "Good
     Reason."

2.   Compensation Upon Termination

2.1  If  your employment shall be terminated and you are entitled  to
     benefits  under  Section  1 of this Agreement  then,  except  as
     provided in Section 2.2 and 2.3, you shall receive the following
     benefits  for  each  year of the Severance  Period  (as  defined
     below):

     2.1.1                          the  Company shall pay to you  as
          severance pay a total amount equal to the sum of
     
          (a)  your  highest  annual base salary in effect  any  time
               during  the  12-month  period prior  to  the  Date  of
               Termination plus
          
          (b)  the higher of the following:
          
               (i)  the highest amount paid to you under The Reader's
                    Digest  Association,  Inc.  Management  Incentive
                    Compensation  Plan (the "Annual Incentive  Plan")
                    during  the three plan years most recently  ended
                    prior to the Date of Termination; or
               (ii) the  originally  approved target  amount  of  the
                    highest award, if any, under the Annual Incentive
                    Plan  outstanding on the Date of Termination,  as
                    such  target amount may have been increased prior
                    to the Date of Termination.
               
               Any compensation received by you or granted to you  in
               lieu of an amount paid under the Annual Incentive Plan
               for  any  one-year  period (whether  in  the  form  of
               restricted stock or otherwise) shall be deemed  to  be
               an  amount paid to you under the Annual Incentive Plan
               for   purposes  of  this  Section.   Any  compensation
               receivable  by you in lieu of an amount payable  under
               the  Annual  Incentive Plan for any  period  shall  be
               deemed  to be an additional target amount for purposes
               of   this   Section.   The  amount  of  any   non-cash
               compensation  received  or  receivable  shall  be  the
               greater  of the fair market value of such compensation
               on  the  date of award or the cash amount  that  would
               have  been  received by you in lieu of  such  non-cash
               compensation.
          
          The  aggregate  amount  of  severance  payable  under  this
          Section  shall be paid in equal installments on a bi-weekly
          basis, commencing upon the Date of Termination.
     
     2.1.2                         the Company shall maintain in full
          force  and  effect,  for  your continued  benefit  for  the
          Severance Period, all welfare benefit plans and programs or
          arrangements in which you participated immediately prior to
          the  Date  of  Termination, provided  that  your  continued
          participation  is  possible under  the  general  terms  and
          conditions  of  such welfare plans and  programs.   In  the
          event  that your participation in any such plan or  program
          is  barred,  the  Company shall provide you  with  benefits
          substantially  similar to those which you would  have  been
          entitled  to receive under such welfare plans and  programs
          had your participation not been barred.

2.2  If  your employment is terminated by you for "Good Reason" or if
     your  employment  is terminated by the Company  other  than  for
     "Cause,"  then the Severance Period shall be the period  of  two
     years immediately following the Date of Termination.

2.3  If  your  employment is terminated for Cause, the Company  shall
     pay  you  your base salary through the Date of Termination,  and
     the  Company shall have no further obligations to you under this
     Agreement.

3.   Long-Term Incentive Plan Benefits

3.1  You  shall  have  the right to exercise your  outstanding  stock
     options  and stock appreciation rights under the 1989  and  1994
     Key Employee Long-Term Incentive Plans (the "Long Term Incentive
     Plans")  to  the  extent they are exercisable  or  would  become
     exercisable  during the Severance Period as if  your  employment
     with  the  Company continued during the Severance Period.   Such
     stock  options and stock appreciation rights shall  continue  to
     vest during the Severance Period as if your employment with  the
     Company   continued  during  the  Severance  Period  and,   upon
     completion   of  the  Severance  Period,  shall  vest   and   be
     exercisable  as if your employment terminated at  that  time  by
     reason of either (a) an involuntary termination without cause or
     a mutual agreement (within the terms of the particular award) or
     (b)  retirement (within the terms of the particular  award),  if
     applicable.

3.2  Your  outstanding performance units, restricted stock and awards
     (other  than stock options and stock appreciation rights)  under
     the  Long  Term Incentive Plans shall continue to be outstanding
     and  payable  during the Severance Period as if your  employment
     with  the Company continued during the Severance Period and,  if
     applicable,  shall vest upon completion of the Severance  Period
     in  accordance with the terms of the award as if your employment
     terminated  at that time by reason of either (a) an  involuntary
     termination  without  cause or a mutual  agreement  (within  the
     terms  of  the particular award) or (b) retirement  (within  the
     terms  of the particular award), if applicable.  Any such  award
     that  is based on a period of employment shall be payable  on  a
     prorated  basis as if your employment had continued  during  the
     Severance Period.

     3.2.1                          If  any such award is subject  to
          specific   performance  goals  and   your   employment   is
          terminated  by you for "Good Reason" or your employment  is
          terminated by the Company other than for "Cause," then  the
          award shall be payable to the extent such performance goals
          are attained.
     
3.3  If  any  benefits due under Section 3 cannot be paid  under  the
     existing  or  amended  terms  of an  applicable  plan  or  award
     agreement, the Company shall pay you the value of such  benefits
     at the time they would otherwise be payable if they were payable
     under such terms.

4.   Retirement Plan Benefits

4.1  The  Company shall pay to you an amount equal to the  difference
     between  your  monthly  retirement  benefit  payable  under  The
     Reader's   Digest   Association,  Inc.  Retirement   Plan   (the
     "Retirement  Plan"), the Excess Benefit Retirement Plan  of  The
     Reader's   Digest   Association,  Inc.  (the   "Excess   Benefit
     Retirement  Plan") and The Reader's Digest Executive  Retirement
     Plan (the "Executive Retirement Plan") and the amount that would
     have  been payable if your age and aggregate periods of  service
     under  those plans included the Severance Period.  In  addition,
     the  Severance  Period  shall  be considered  to  be  additional
     Credited Service for all purposes (including vesting) under  the
     Executive  Retirement  Plan.   Any  amount  payable  under  this
     Section  4.1 shall be payable at the same time and in  the  same
     form  as such payments would have been made under the Retirement
     Plan.

4.2  Upon  completion of the Severance Period, if you are not  vested
     under  the  Retirement Plan, the Excess Retirement Plan  or  the
     Executive  Retirement Plan, you will receive a lump sum  payment
     in  the  amount of the equivalent actuarial value (as determined
     under  the  Retirement Plan) of pension credits that would  have
     been  earned  through the end of the Severance  Period,  without
     regard  to  vesting, with any such payment to be made within  90
     days of the end of the Severance Period.

5.   Your  participation  in  The Reader's Digest  Employees  Profit-
     Sharing Plan and the Profit -Sharing Benefit Restoration Plan of
     The  Reader's  Digest  Association,  Inc.  (the  "Profit-Sharing
     Plans")  ceases  upon  your termination of employment  with  the
     Company.  However, you shall receive cash payments equal to  the
     amounts  that  would have been contributed to your  account  had
     your  employment  with the Company continued for  the  Severance
     Period,  with payments to be made to you by the Company  at  the
     time  any contributions have been made for participants  in  the
     Profit-Sharing Plans.  In addition, the Severance  Period  shall
     be  considered to be additional Credited Service for purposes of
     your  vesting  in  any  amounts previously contributed  to  your
     account under the Profit-Sharing Plans.

6.   Any  benefits payable under this Agreement shall be  reduced  by
     the  amount  of  any  benefits paid under  The  Reader's  Digest
     Association,  Inc. Severance Plan for Senior Management  or  The
     Reader's  Digest Association, Inc. Income Continuation Plan  for
     Senior Management.

7.   The  payment of any amounts or benefits under this Agreement  is
     expressly conditioned on the receipt by the Company from you  of
     a duly executed General Waiver and Release of Claims in the form
     specified under the Severance Plan, the repayment by you of  any
     outstanding advances or loans due the Company and the return  by
     you of all Company property.

8.   Any  reference  to  a specific plan in this Agreement  shall  be
     deemed  to  include any similar plan or program of  the  Company
     then in effect that is the predecessor of, the successor to,  or
     the replacement for, such specific plan.

9.   The  Company may withhold from any benefits payable  under  this
     Agreement all federal, state, local or other applicable taxes as
     shall be required pursuant to any law or governmental regulation
     or ruling.

10.  In case of your death while any amounts are still payable to you
     under this Agreement, the Company shall pay all such amounts  to
     your designated beneficiary or, if none has been designated,  to
     your estate as if your employment had continued until the end of
     the Severance Period.

11.  The  Company shall indemnify you and hold you harmless from  any
     and all liabilities, losses, costs or damages, including defense
     costs  and  expenses  (including, without limitation,  fees  and
     disbursements  of  counsel incurred by  you  in  any  action  or
     proceeding between the parties to this Agreement or between  you
     and any third party or otherwise) in connection with all claims,
     suits  or  proceeding relating to or arising from  a  breach  or
     alleged breach of this Agreement by the Company.

12.  You  acknowledge that (i) prior to executing this Agreement, you
     had  an opportunity to consult with an attorney of your choosing
     and  review  this  Agreement with such  counsel,  (ii)  you  are
     executing this Agreement knowingly and voluntarily and (iii) you
     understand all of the terms set forth herein.

13.  In  the  event the Company terminates your employment for  Cause
     and  you dispute the Company's right to do so or you claim  that
     you  are  entitled to terminate your employment for Good  Reason
     and  the  Company  disputes your right  to  do  so,  a  mediator
     acceptable  to you and the Company will be appointed  within  10
     days  to  assist in reaching a mutually satisfactory resolution,
     but  will  have no authority to issue a binding decision.   Such
     mediation  must  be  concluded within 60 days  of  the  date  of
     termination or claim to termination for Good Reason.  You  agree
     that you will not institute any legal proceeding relating to the
     matter  until  the  conclusion of such mediation.   Should  such
     mediation  fail to reach an acceptable conclusion  and  you  are
     successful in any litigation or settlement that issues from such
     dispute,  you shall be entitled to receive from the Company  all
     of  the  expenses incurred by you in connection  with  any  such
     dispute, including reasonable attorney's fees.

14.  Acts Detrimental to the Company

14.1 You  agree that you will not do any of the following during  the
     Severance Period:

     14.1.1    commit any criminal act against the Company or any act
          that would constitute "Cause;"
     
     14.1.2     disclose  any  information likely to be  regarded  as
          confidential and relating to the Company's business;
     
     14.1.3      solicit  the  Company's  employees  to  work  for  a
          competitor of the Company; or
     
     14.1.4     perform  any  act detrimental to the Company  or  its
          employees,  including, but not limited to, disparaging  the
          Company, its senior management or its products.

14.2 You  agree that any breach or threatened breach of Section  14.1
     shall  entitle the Company to apply for and to obtain injunctive
     relief,  which shall be in addition to any and all other  rights
     and remedies available to the company at law or in equity.

14.3 All of your rights and benefits under this Agreement shall cease
     upon any breach by you of Section 14.1 of this Agreement.

15.  Miscellaneous

15.1 Notices and other communications provided for herein shall be in
     writing  and  shall  be  effective upon  delivery  addressed  as
     follows:

     if to the Company:
     
          The Reader's Digest Association, Inc.
          Reader's Digest Road
          Pleasantville, NY  10570-7000
          Attention:  Senior Vice President, Human Resources
          
          with a copy to
          
          The Reader's Digest Association, Inc.
          Reader's Digest Road
          Pleasantville, NY  10570-7000
          Attention:  General Counsel
          
     or if to you, at the address set forth above,
     or  to  such  other address as to which either party shall  give
     notice in accordance with the foregoing.

15.2 This  Agreement  shall be binding upon and shall  inure  to  the
     benefit  of  the parties hereto and their respective  successors
     and  assigns; provided, however, that this Agreement may not  be
     assigned by either party without the consent of the other party.

15.3 Any   provision   of  this  Agreement  that  is  prohibited   or
     unenforceable   in   any  jurisdiction   shall,   as   to   such
     jurisdiction,  be ineffective to the extent of such  prohibition
     or   unenforceability   without   invalidating   the   remaining
     provisions  of  this  Agreement or  affecting  the  validity  or
     enforceability of such provision in any other jurisdiction.

15.4 This  Agreement  constitutes  the entire  understanding  of  the
     parties  hereto  with respect to the subject matter  hereof  and
     supersedes  any prior agreements, written or oral, with  respect
     thereto.

15.5 This  Agreement  may be amended or modified only  by  a  written
     agreement duly executed by both of the parties hereto.

15.6 This   Agreement  shall  be  governed  by  and  interpreted   in
     accordance with the laws of the State of New York applicable  to
     contracts  executed  in and to be wholly performed  within  that
     State.

                                   Very truly yours,
                                   
                                   The Reader's Digest Association,
                                   Inc.
                                   
                                   
                                   By  GLENDA K. BURKHART
                                   Name:  Glenda K. Burkhart
                                   Title: Senior Vice President,
                                        Strategic Planning and Human Resources


Agreed to and accepted as of April 29, 1997:

By:    GEORGE S. SCIMONE
Name:  George S. Scimone