Exhibit 10.19
                                              CONFORMED COPY


     THIRD AMENDMENT dated as of September 2, 1999 (this
"Amendment"), among THE READER'S DIGEST ASSOCIATION, INC., a
Delaware corporation (the "Company"), the BORROWING
SUBSIDIARIES party to the Credit Agreement referred to below
("Borrowing Subsidiaries"), the undersigned financial
institutions party to the Credit Agreement (the "Lenders"),
THE CHASE MANHATTAN BANK, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent") and
J.P. Morgan Securities Inc., as syndication agent (in such
capacity, the "Syndication Agent").

          A.  Reference is made to the Credit Agreement
dated as of November 12, 1996, as amended on September 17,
1997 and June 2, 1998 (the "Credit Agreement") among the
Company, the Borrowing Subsidiaries, the Lenders, the
Administrative Agent and the Syndication Agent.  Capitalized
terms used but not otherwise defined herein have the
meanings assigned to them in the Credit Agreement.

          B.  The Company has requested that the Lenders
amend certain provisions of the Credit Agreement.  The
Lenders are willing to do so, subject to the terms and
conditions of this Amendment.

          Accordingly, 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 1.01. Amendment to Section 1.01.
Section 1.01 of the Credit Agreement is hereby amended by:

(a) amending the definition of "Material Subsidiary" to read
as follows:

"'Material Subsidiary' means each Borrowing Subsidiary and
each other Subsidiary other than Subsidiaries that, (a)
individually do not account for more than (i) 3% of the
assets or (ii) 3% of the revenues and (b) in the aggregate
do not account for more than (i) 10% of the assets or (ii)
10% of the revenues, in each case, at the end of or for the
four fiscal quarters most recently ended, of the Company and
its Subsidiaries on a consolidated basis.";

(b) deleting the definition of "Consolidated Tangible Net
Worth" in its entirety;
(c) inserting in appropriate alphabetical order the
following definitions (which shall apply as of the Effective
Date (as defined in Section 3 herein)):

(i) "'Consolidated Assets' means, at any time, all assets of
the Company and its consolidated Subsidiaries at such date,
as determined on a consolidated basis in accordance with
GAAP."

(ii) "'Consolidated Net Worth' means, at any time, the
consolidated stockholders' equity of the Borrower and its
consolidated Subsidiaries, as determined on a consolidated
basis in accordance with GAAP consistently applied."

(iii) "'Total Debt' means, at any date, all Debt of the
Company and its consolidated Subsidiaries at such date to
the extent such Debt should be reflected on a consolidated
balance sheet of the Company at such date in accordance with
GAAP."

          SECTION 1.02.  Amendment to Section 5.01(c).
Section 5.01(c) of the Credit Agreement is hereby amended by
(i) deleting the "and" immediately before the "(iii)"
therein and replacing it with a "," and (ii) adding the
following immediately prior to the ";" at the end of such
section:

"and (iv) setting forth the amounts, if any, expended to
repurchase shares of the Company's capital stock in such
quarter or year, as applicable".

          SECTION 1.03.  Amendment to Section 6.01(m).
Section 6.01(m) of the Credit Agreement is hereby amended to
read in its entirety as follows:

"(m) any Liens securing Debt or any other monetary
obligation if, immediately after the incurrence thereof, all
amounts of Debt and other monetary obligations secured by
Liens which would not be permitted but for this clause (m),
when aggregated with the aggregate book value or sale price
of the assets sold in sale and leaseback transactions
permitted pursuant to Section 6.02 and the amount of
Subsidiary Debt permitted pursuant to Section 6.06(e), do
not, in the aggregate, exceed 7.5% of Consolidated Assets at
the last fiscal quarter end for which financial statements
have been delivered."

          SECTION 1.04.  Amendments to Section 6.02  Section
6.02 of the Credit Agreement is hereby amended by replacing
the following language found therein:

"does not exceed 15% of Consolidated Tangible Net Worth as
shown on the most recent audited consolidated balance sheet
of the Company and its Subsidiaries delivered pursuant to
Section 5.01(a) or (b)."

with the following language:

"does not exceed 7.5% of Consolidated Assets at the last
fiscal quarter end for which financial statements have been
delivered."

          SECTION 1.05.  Amendment to Section 6.06(e).
Section 6.06(e) of the Credit Agreement is hereby amended to
read in its entirety as follows:

"(e) other Debt and preferred stock, which would not be
permitted but for this clause (e), in an aggregate principal
amount outstanding at any time for all Subsidiaries that,
when aggregated with the amount of debt secured by Liens
permitted pursuant to Section 6.01(m) and the aggregate book
value or sale price of the assets sold in sale and leaseback
transactions permitted pursuant to Section 6.02 (but not
including the sale and leaseback transaction described in
the last sentence of Section 6.02) does not exceed 7.5% of
Consolidated Assets at the last fiscal quarter end for which
financial statements have been delivered."

          SECTION 1.06.  Amendment to Section 6.07.  Section
6.07 is hereby amended in its entirety to read as follows:

"Section 6.07.  Consolidated Net Worth.  The Company will
not permit Consolidated Net Worth at any time to be less
than (a) $300,000,000 plus (b) 50% of net income accrued for
each fiscal quarter ended after June 30, 1999, excluding any
quarter for which net income is negative, provided however,
that to the extent the Company repurchases its capital
stock, the $300,000,000 referred to above will be reduced by
the lower of (i) the amount of consideration paid to effect
such repurchases and (ii) $50,000,000."

          SECTION 1.07.  Amendment to Article 6.  Article 6
of the Credit Agreement is hereby amended by adding Section
6.08, which shall read as follows:

"Section 6.08.  Leverage Ratio.  The Company will not permit
the ratio at any time of (a) Total Debt at such time to (b)
EBITDA for the most recent period of four consecutive fiscal
quarters of the Company ended at or prior to such time to
exceed 2.5 to 1.0."

          SECTION 2.  Representations, Warranties and
Agreements.  The Company, as to itself and each of its
Subsidiaries, and each Borrowing Subsidiary, as to itself,
hereby represents and warrants to and agrees with each
Lender, the Administrative Agent and the Syndication Agent
that:

     (a)  The representations and warranties set forth in
Article IV of the Credit Agreement, as amended hereby, are
true and correct in all material respects on and as of the
date hereof 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.

     (b)  The execution and delivery of this Amendment and
the performance by the Company and each Borrowing Subsidiary
of the Credit Agreement, as amended by this Amendment,
(i) have been duly authorized by all requisite action and
(ii) will not (I) violate (x) any provision of law, statute,
rule or regulation, or of the certificate of incorporation,
by-laws or other constitutive documents of the Company or
any of its Subsidiaries, (y) any order of any Governmental
Authority or (z) any provision of any indenture, any
agreement for borrowed money, or any other material
agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which any of them or any of
their property is or may be bound, (II) be in conflict with,
result in a breach of or constitute (alone or with notice or
lapse of time or both) a default under any such indenture,
agreement for borrowed money or other material agreement or
instrument or (III) result in the creation or imposition of
any Lien upon or with respect to any property or assets now
owned or hereafter acquired by the Company or any of its
Subsidiaries.

     (c)  This Amendment has been duly executed and
delivered by the Company.  Each of this Amendment and the
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.

     (d)  As of the Effective Date, after giving effect to
this Amendment, no Event of Default or Default has occurred
and is continuing.

          SECTION 3.  Conditions to Effectiveness.  This
Amendment shall become effective as of the date first above
written (the "Effective Date") upon satisfaction of the
following conditions:

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

     (b)  The Administrative Agent shall have received such
other documents, instruments, certificates and opinions as
it or its counsel shall have reasonably requested.

          SECTION 4.  Credit Agreement.  Except as
specifically stated herein, the 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 similar
import shall, unless the context otherwise requires, refer
to the Credit Agreement as modified hereby.

          SECTION 5.  Applicable Law.  THIS AMENDMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.

          SECTION 6.  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 of this Amendment.

          SECTION 7.  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 and
customary out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore, counsel for the
Administrative Agent.



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
/S/ Bonnie Mark Monahan
Name:  Bonnie Mark Monahan
Title: Vice President and Treasurer

THE CHASE MANHATTAN BANK, individually and as Administrative
Agent,

by
/s/ Carol A. Ulmer
Name: Carol A. Ulmer
Title: Vice President

MORGAN GUARANTY TRUST COMPANY OF NEW YORK,

by
/s/ Sovonna L. Day
Name: Sovonna L. Day
Title: Vice President


BARCLAYS BANK PLC,

by
/s/ Terance Bullock
Name: Terance Bullock
Title: Vice PresidentK, N.A

by
/s/ Stuart G. Miller
Name: Stuart G. Miller
Title: Vice President

COMMERZBANK AG, New York and/or Grand Cayman Branches,

by
/s/ Sean M. Harrigan
Name: Sean M. Harrigan
Title: Senior Vice President


by
 /s/ Andrew Lusk
Name:  Andrew Lusk
Title: Assistant Treasurer


MELLON BANK, N.A.,

by
 /s/ Alexander M. Gordon
Name:  Alexander M. Gordon
Title: Lending Officer


SANPAOLO IMI S.p.A.,

by
 /s/ C. Persico
Name:  C. Persico
Title: D.G.M.


by
 /s/ Robert R. Gaynor
Name:  Robert R. Gaynor
Title: Vice President


NATIONAL WESTMINSTER BANK PLC, NEW YORK BRANCH

by
 /s/ Maria Amaral-LeBlanc
Name:  Maria Amaral-LeBlanc
Title: Vice President


NATIONAL WESTMINSTER BANK PLC, NASSAU BRANCH,

by
 /s/ Maria Amaral-LeBlanc
Name:  Maria Amaral-LeBlanc
Title: Vice President


THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH,

by
 /s/ John C. Kissinger
Name:  John C. Kissinger
Title: General Manager


SVENSKA HANDELSBANKEN,

by
 /s/ H.N. Bacon
Name:  H.N. Bacon
Title: Vice President


by
 /s/ Geoffrey Walker
Name:  Geoffrey Walker
         Title: Senior VicePresident

BANQUE NATIONALE DE PARIS,

by

Name:
Title:


BANQUE NATIONALE DE PARIS,

by

Name:
Title:


UBS AG, STAMFORD BRANCH,

by
 /s/ Robert H. Riley III
Name:  Robert H. Riley III
Title: Executive Director


by
 /s/ Wilfred Saint
Name:  Wilfred Saint
Title: Associate DirectorLoan Portfolio Support, US


ABN AMRO BANK N.V.,

by
 /s/ Thomas T. Rogers
Name:  Thomas T. Rogers
Title: Vice President


by
 /s/ Ann Schwalbengerg
Name:  Ann Schwalbengerg
Title: Vice President

THE FUJI BANK, LIMITED, NEW YORK BRANCH,

by
 /s/ Raymond Ventura
Name:  Raymond Ventura
Title: Vice President & Manager


ING BANK N.V.,

by
 /s/ M. Radelaar
Name:  M. Radelaar
Title: Senior Relationship Manager


CIBC INC.,

by
 /s/ Laura Horn
Name:  Laura Horn
Title: Executive Director CIBC World Markets
Corp. As Agent


Guarantor

THE READER'S DIGEST ASSOCIATION, INC.,

by
 /s/ Bonnie Mark Monahan
Name:  Bonnie Mark Monahan
Title: Vice President and Treasurer


J. P. MORGAN SECURITIES INC., as Syndication Agent,

by
 /s/ Joseph E. Tyler, III
Name:  Joseph E. Tyler III
Title: Vice Preisdent