As filed with the Securities and Exchange Commission on February 25, 2000
   -------------------------------------------------------------------------
                          Registration No. 333-_____
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                 ------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                 ------------
                             ACNIELSEN CORPORATION
            (Exact name of Registrant as specified in its charter)

               Delaware                              06-1454128
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)
                              177 Broad Street
                             Stamford, CT  06901
  (Address, including zip code, of Registrant's principal executive office)

                         Deferred Compensation Plan
                          (Full title of the Plan)
                                ------------
                               Earl H. Doppelt
                Executive Vice President and General Counsel
                              177 Broad Street
                             Stamford, CT  06901
                               (203) 961-3000
  (Name, address, including zip code, and telephone number, including area
                  code, of Registrant's agent for service)

                                 Copies to:
                           Richard A. Garvey, Esq.
                         Simpson Thacher & Bartlett
                            425 Lexington Avenue
                        New York, New York 10017-3954
                               (212) 455-2000
                                ------------

<PAGE>

                        CALCULATION OF REGISTRATION FEE
                                            Proposed
                                            Maximum    Proposed
                                            Offering    Maximum
                                 Amount     Price      Aggregate    Amount of
    Title of Securities to be    to be        Per      Offering    Registration
           Registered          Registered   Share      Price (a)       Fee
Deferred Compensation          5,000,000      100%    $5,000,000     $1,320
Obligations (b)

(a)  Estimated solely for the purpose of determining the registration fee.
(b)  Deferred Compensations Obligations are unsecured obligations of the
     Registrant to pay deferred compensation in accordance with the terms of
     the Deferred Compensation Plan.

----------------------------------------------------------------------------


































<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by  ACNielsen Corporation (the "Company" or
the   "Registrant")  with   the  Securities   and  Exchange   Commission  (the
"Commission")  pursuant to  the Securities  Exchange Act  of 1934,  as amended
(the   "Exchange  Act"),  are   hereby  incorporated  by   reference  in  this
Registration Statement:

        (a)   The Company's  Annual Report  on Form 10-K for  the fiscal  year
     ended December 31, 1998 and  the Company's Amended Annual Report  on Form
     10-K/A as filed on June 25, 1999.

        (b)   The Company's Quarterly Reports  on Forms 10-Q filed  on May 13,
     1999, August 11, 1999 and November 12, 1999.

     All documents filed  by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d)  of the Exchange Act  after the date of  this Registration Statement
and prior  to the filing  of a post-effective  amendment to this  Registration
Statement indicating  that  all securities  offered have  been sold  or  which
deregisters  all securities  then  remaining unsold,  shall  be deemed  to  be
incorporated  by reference  into this  Registration Statement  and to  be part
hereof  from the date of filing of  such documents. Any statement contained in
a  document incorporated  or deemed  to be  incorporated  by reference  herein
shall  be  deemed  to   be  modified  or  superseded  for   purposes  of  this
Registration Statement to the  extent that a statement contained herein  or in
any subsequently filed document which also is or is deemed to  be incorporated
by reference herein modifies or  supersedes such statement. Any such statement
so  modified or  superseded  shall not  be deemed,  except  as so  modified or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

        The securities  being  registered under  this  registration  statement
consist  of Deferred  Compensation Obligations  (the  "Obligation") under  the
terms of  the ACNielsen Corporation  Deferred Compensation Plan  (the "Plan").
The Plan allows a  select group of management or highly  compensated employees
(the "Participants") of the  Company and its affiliates  to defer the  payment
of  a specified portion or amount  of compensation in the  form of base salary
or  incentive  awards  payable  by  the   Company  or  its  affiliates  to   a
Participant.    Capitalized  terms used  without  definition  herein  have the
meanings assigned in the Plan.  A description of the Obligations follows.

     Subject  to the provisions of the Plan,  a Participant may elect to defer
cash compensation or  awards to be received from the  Company or an affiliate.
A  Participant's deferrals will be credited to a Deferral Account.  A Deferral


                                       1

<PAGE>

Account will  be maintained solely as  a bookkeeping entry  by the Company  to
evidence  the  unfunded  obligations of  the  Company  or an  affiliate.   The
Company  and any  affiliate may,  in  their sole  discretion,  credit notional
contributions  to one  or more  Company Accounts  established  on behalf  of a
Participant.   A Company  Account will be  maintained solely  as a bookkeeping
entry by the Company  to evidence unfunded  obligations of the  Company or  an
affiliate.   Amounts credited  to a Deferral Account  or Company Account shall
be deemed to  be invested,  at the Participant's  discretion, in  one or  more
funds as may be specified from time to time  by the Committee.  The amounts of
hypothetical  income and appreciation and depreciation in  value of a Deferral
Account or  a Company Account  will be credited  and debited  to, or otherwise
reflected in,  such Deferred Account  or Company  Account from  time to  time.
Unless otherwise determined  by the Committee, amounts  credited to a Deferral
Account  or  Company  Account  shall  be  deemed  invested  in a  hypothetical
investment  as of the date so  credited.  A Participant  will become vested in
the amount of any  earnings credited to his or her account, and  the amount of
any  Company notional contributions, in accordance with the applicable vesting
schedule established  under the Plan.   Payments in  settlement of  a Deferred
Account  or a Company Account shall  be made as soon  as practicable after the
date or  dates (including  upon the  occurrence of specified  events), and  in
such number of installments, as may  be directed by the Participant in  his or
her election.  If a  Participant has elected to receive installment  payments,
unpaid vested  balances will continue to  earn gains or losses  based upon the
performance   of  the  investment   vehicle(s)  which   such  Participant  has
designated as his or her hypothetical investment(s).  The  Committee may set a
minimum   amount   for  each   distribution   of   deferral   and/or   Company
contributions.  In the event of a Participant's death  prior to the payment of
all  vested amounts  remaining  in his  or  her Deferral  Accounts  or Company
Accounts,  such  amounts  shall  be  paid  to   the  Participant's  designated
Beneficiary  in a  single lump  sum.   The Committee  may provide  that vested
amounts  credited to a Participant's Deferral Accounts or Company Accounts may
be paid out in  a single lump  sum in the  event of a  Change of Control,  the
termination of  a Participant's employment with the Company or an affiliate or
a termination of  the Plan.  The Company shall settle a Participant's Deferral
Account(s)  and   vested  Company  Account(s),   and  discharge  all   of  its
obligations to pay  deferred compensation under  the Plan  by payment of  cash
equal to the Fair Market Value of the vested  hypothetical amounts credited to
the applicable Deferral Account or Company Account.

     The  Committee may, in its  discretion, establish one  or more Trusts and
deposit therein cash or other  property in amounts not exceeding the amount of
the Company's obligations  with respect to a Participant's Deferral Account or
Company Account.   The Committee  may with prospective  or retroactive effect,
amend, alter,  suspend, discontinue, or terminate the Plan at any time without
the  consent of  Participants, stockholders,  or any  other  person; provided,
however,  that  without  consent  of  a  Participant,  no  such  action  shall
materially and adversely  affect the rights  of such Participant with  respect
to any  rights to payment of  amounts credited to  such Participant's Deferral
Accounts or Company Accounts.



                                       2

<PAGE>

     The  Plan is  intended  to constitute  an  "unfunded" plan  for  deferred
compensation and Participants  shall rely solely  on the unsecured promise  of
the  Company for  payment.   With respect  to any  payment not  yet made  to a
Participant  under the  Plan,  nothing  contained in  the  Plan  shall give  a
Participant any  rights that  are greater than  those of  a general  unsecured
creditor of the Company, subject  to the Committee's ability to make  other or
additional  arrangements  under  the  Plan.   A  Participant  and  his or  her
Beneficiary shall assume all risk in connection with any decrease in  value of
his  or her Deferral Account  and for his  or her Company  Account and neither
the Company nor the Committee shall be liable or responsible therefor.

Item 5. Interests of Named Experts and Counsel

     None.

Item 6. Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of  the State of Delaware (the
"Delaware Law") empowers a Delaware  corporation to indemnify any  persons who
are,  or are  threatened to  be made,  parties to  any threatened,  pending or
completed  legal   action,  suit  or  proceeding,   whether  civil,  criminal,
administrative or investigative (other  than an action by  or in the right  of
such  corporation),  by reason  of the  fact  that such  person is  or  was an
officer,  director,  employee  or agent  of  such  corporation, or  is  or was
serving at  the request of such  corporation as a director,  officer, employee
or  agent of another  corporation, partnership, joint venture,  trust or other
enterprise. The indemnity  may include expenses  (including attorneys'  fees),
judgments,  fines  and  amounts paid  in  settlement  actually  and reasonably
incurred  by such person  in connection with such  action, suit or proceeding,
provided that such  officer, director, employee or  agent acted in  good faith
and  in a  manner  he reasonably  believed  to be  in or  not  opposed to  the
corporation's   best  interests,  and,   for  criminal   proceedings,  had  no
reasonable cause to  believe his conduct was  unlawful. A Delaware corporation
may  indemnify officers and directors  in an action by or in  the right of the
corporation  under the  same  conditions,  except that  no indemnification  is
permitted without judicial approval if the officer or director  is adjudged to
be liable  to the corporation. Where  an officer or director  is successful on
the  merits or otherwise in the  defense of any action  referred to above, the
corporation  must indemnify  him against  the expenses  which such  officer or
director actually and reasonably incurred.

     The  Company's Restated  Certificate of  Incorporation provides  that the
Company  shall  indemnify  directors  and  officers  to  the   fullest  extent
permitted  by  the laws  of  the  State of  Delaware.  The Company's  Restated
Certificate  of Incorporation  also provides  that a  director of  the Company
shall not be liable  to the Company or  its stockholders for monetary  damages
for  breach  of fiduciary  duty  as  a director,  except  to  the extent  such
exemption  from liability  or limitation  thereof is  not permitted  under the
General  Corporation Law of the  State of Delaware  as the same  exists or may
hereafter be amended.



                                       3

<PAGE>

     The  indemnification  rights conferred  by  the  Restated Certificate  of
Incorporation of the Company are not  exclusive of any other right to  which a
person seeking  indemnification may  otherwise be entitled.  The Company  will
also provide liability insurance  for the directors  and officers for  certain
losses arising from claims or  charges made against them while acting in their
capacities as directors or officers.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following exhibits are filed as part of this Registration Statement:

4.1          ACNielsen Corporation Deferred Compensation Plan.

5.1          Opinion  of  Simpson  Thacher  &  Bartlett  as  to  the
             legality of the securities offered under the Plan.

23.1         Consent of Arthur Andersen LLP.

23.2         Consent of  Simpson  Thacher &  Bartlett  (included  in
             Exhibit 5.1 hereto).

24.1         Power of Attorney.

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(1)   To file, during  any period in which  offers or sales  are being made, a
post-effective amendment to this Registration Statement;

      (i)   to  include any  prospectus  required by  Section 10(a)(3)  of the
Securities Act of 1933 (the "Act");

     (ii)  to reflect in the prospectus any facts  or events arising after the
effective date  of  this Registration  Statement  (or  the most  recent  post-
effective  amendment  thereof)  which,  individually  or   in  the  aggregate,
represent   a  fundamental  change  in  the  information  set  forth  in  this
Registration Statement (except  to the extent  the information required to  be
included by clauses (i) or (ii) is contained in  periodic reports filed by the
Company  pursuant  to  Section  13 or  15(d)  of  the  Exchange Act  that  are
incorporated by reference into this Registration Statement);

   (iii)   to include  any material  information with respect  to the  plan of
distribution  not previously disclosed  in this Registration  Statement or any
material change to such information in this Registration Statement.



                                       4

<PAGE>

(2)  That, for the purposes  of determining any liability under the  Act, each
such post-effective  amendment  shall  be  deemed  to be  a  new  registration
statement  relating to  the securities  offered therein,  and the  offering of
such securities  at that time  shall be  deemed to  be the  initial bona  fide
offering thereof.

(3)   To remove from registration  by means of a  post-effective amendment any
of the securities being  registered which remain unsold at  the termination of
the offering.

(4)   That,  for purposes  of determining  any liability  under the  Act, each
filing  of the Registrant's annual  report pursuant to Section  13(a) or 15(d)
of the  Exchange Act that  is incorporated by  reference in this  Registration
Statement shall be  deemed to be a new registration  statement relating to the
securities offered therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

(5)  Insofar as indemnification  for liabilities arising under the Act  may be
permitted to directors,  officers and  controlling persons  of the  Registrant
pursuant to  the foregoing provisions, or  otherwise, the Registrant  has been
advised that in the opinion of the  Commission such indemnification is against
public  policy as expressed  in the Act  and is, therefore,  unenforceable. In
the event  that a  claim for  indemnification against such  liabilities (other
than the  payment  by  the  Registrant of  expenses  incurred  or  paid  by  a
director, officer  or controlling person of  the Registrant in  the successful
defense  of any  action, suit  or proceeding)  is  asserted by  such director,
officer  or  controlling  person  in  connection  with  the  securities  being
registered, the  Registrant will,  unless in  the opinion  of its  counsel the
matter has  been  settled  by controlling  precedent,  submit to  a  court  of
appropriate  jurisdiction the question  whether such indemnification  by it is
against public  policy as expressed  in the  Act and will  be governed  by the
final adjudication of such issue.



















                                       5

<PAGE>

                                  SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that  it has reasonable grounds to  believe that it meets
all of  the requirements  for filing  on Form  S-8 and  has duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized,  in the City of Stamford, State  of Connecticut, on
this 23rd day of February, 2000.

                                     ACNIELSEN CORPORATION
                                           (Registrant)


                                     By   /s/ Earl H. Doppelt
                                        ----------------------
                                         Earl H. Doppelt
                                         Executive Vice President
                                         and General Counsel


     Pursuant  to the  requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has  been signed below by the  following persons in the
capacities and on the date indicated.


           Signature                                       Title

*   Nicholas L. Trivisonno               Chairman, Chief Executive Officer and
----------------------------             Director (principal executive officer)
    Nicholas L. Trivisonno


*      Robert J. Chrenc                  Executive Vice President and Chief
----------------------------             Financial Officer (principal financial
       Robert J. Chrenc                  and accounting officer)


*       Robert H. Beeby                  Director
----------------------------
        Robert H. Beeby


*     Michael P. Connors                 Vice Chairman and Director
----------------------------
      Michael P. Connors


*      Donald W. Griffin                 Director
----------------------------
       Donald W. Griffin



                                       6

<PAGE>

*       Thomas C. Hays                   Director
----------------------------
        Thomas C. Hays


*     Karen L. Hendricks                 Director
----------------------------
      Karen L. Hendricks


*    Robert M. Hendrickson               Director
----------------------------
     Robert M. Hendrickson


*     Robert Holland, Jr.                Director
----------------------------
      Robert Holland, Jr.


*        John R. Meyer                   Director
----------------------------
         John R. Meyer


*     Brian B. Pemberton                 Director
----------------------------
      Brian B. Pemberton


*     Robert N. Thurston                 Director
----------------------------
      Robert N. Thurston





  By /s/ Earl S. Doppelt
       -------------------
       Attorney-in-fact
                                                            February 23, 2000











                                       7

<PAGE>

                               INDEX TO EXHIBITS


Exhibit                            Description
Number

4.1          ACNielsen Corporation Deferred Compensation Plan.

5.1          Opinion  of  Simpson  Thacher  &  Bartlett  as  to  the
             legality of the securities offered under the Plan.

23.1         Consent of Arthur Andersen LLP.

23.2         Consent of  Simpson  Thacher &  Bartlett  (included  in
             Exhibit 5.1 hereto).

24.1         Power of Attorney.































                                       8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20871}]
{"company-data": {"conformed-name": "ACNIELSEN CORP", "cik": "0001019878", "assigned-sic": "8700", "irs-number": "061454128", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31152", "film-number": "553967"}, "business-address": {"street1": "177 BROAD STREET", "city": "STAMFORD", "state": "CT", "zip": "06901", "phone": "2038344200"}, "mail-address": {"street1": "177 BROAD ST", "city": "STAMFORD", "state": "CT", "zip": "06901"}}
As filed with the Securities and Exchange Commission on February 25, 2000
   -------------------------------------------------------------------------
                          Registration No. 333-_____
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                 ------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                 ------------
                             ACNIELSEN CORPORATION
            (Exact name of Registrant as specified in its charter)

               Delaware                              06-1454128
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)
                              177 Broad Street
                             Stamford, CT  06901
  (Address, including zip code, of Registrant's principal executive office)

                         Deferred Compensation Plan
                          (Full title of the Plan)
                                ------------
                               Earl H. Doppelt
                Executive Vice President and General Counsel
                              177 Broad Street
                             Stamford, CT  06901
                               (203) 961-3000
  (Name, address, including zip code, and telephone number, including area
                  code, of Registrant's agent for service)

                                 Copies to:
                           Richard A. Garvey, Esq.
                         Simpson Thacher & Bartlett
                            425 Lexington Avenue
                        New York, New York 10017-3954
                               (212) 455-2000
                                ------------
CALCULATION OF REGISTRATION FEE
                                            Proposed
                                            Maximum    Proposed
                                            Offering    Maximum
                                 Amount     Price      Aggregate    Amount of
    Title of Securities to be    to be        Per      Offering    Registration
           Registered          Registered   Share      Price (a)       Fee
Deferred Compensation          5,000,000      100%    $5,000,000     $1,320
Obligations (b)

(a)  Estimated solely for the purpose of determining the registration fee.
(b)  Deferred Compensations Obligations are unsecured obligations of the
     Registrant to pay deferred compensation in accordance with the terms of
     the Deferred Compensation Plan.

----------------------------------------------------------------------------
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by  ACNielsen Corporation (the "Company" or
the   "Registrant")  with   the  Securities   and  Exchange   Commission  (the
"Commission")  pursuant to  the Securities  Exchange Act  of 1934,  as amended
(the   "Exchange  Act"),  are   hereby  incorporated  by   reference  in  this
Registration Statement:

        (a)   The Company's  Annual Report  on Form 10-K for  the fiscal  year
     ended December 31, 1998 and  the Company's Amended Annual Report  on Form
     10-K/A as filed on June 25, 1999.

        (b)   The Company's Quarterly Reports  on Forms 10-Q filed  on May 13,
     1999, August 11, 1999 and November 12, 1999.

     All documents filed  by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d)  of the Exchange Act  after the date of  this Registration Statement
and prior  to the filing  of a post-effective  amendment to this  Registration
Statement indicating  that  all securities  offered have  been sold  or  which
deregisters  all securities  then  remaining unsold,  shall  be deemed  to  be
incorporated  by reference  into this  Registration Statement  and to  be part
hereof  from the date of filing of  such documents. Any statement contained in
a  document incorporated  or deemed  to be  incorporated  by reference  herein
shall  be  deemed  to   be  modified  or  superseded  for   purposes  of  this
Registration Statement to the  extent that a statement contained herein  or in
any subsequently filed document which also is or is deemed to  be incorporated
by reference herein modifies or  supersedes such statement. Any such statement
so  modified or  superseded  shall not  be deemed,  except  as so  modified or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

        The securities  being  registered under  this  registration  statement
consist  of Deferred  Compensation Obligations  (the  "Obligation") under  the
terms of  the ACNielsen Corporation  Deferred Compensation Plan  (the "Plan").
The Plan allows a  select group of management or highly  compensated employees
(the "Participants") of the  Company and its affiliates  to defer the  payment
of  a specified portion or amount  of compensation in the  form of base salary
or  incentive  awards  payable  by  the   Company  or  its  affiliates  to   a
Participant.    Capitalized  terms used  without  definition  herein  have the
meanings assigned in the Plan.  A description of the Obligations follows.

     Subject  to the provisions of the Plan,  a Participant may elect to defer
cash compensation or  awards to be received from the  Company or an affiliate.
A  Participant's deferrals will be credited to a Deferral Account.  A Deferral

                                       1
Account will  be maintained solely as  a bookkeeping entry  by the Company  to
evidence  the  unfunded  obligations of  the  Company  or an  affiliate.   The
Company  and any  affiliate may,  in  their sole  discretion,  credit notional
contributions  to one  or more  Company Accounts  established  on behalf  of a
Participant.   A Company  Account will be  maintained solely  as a bookkeeping
entry by the Company  to evidence unfunded  obligations of the  Company or  an
affiliate.   Amounts credited  to a Deferral Account  or Company Account shall
be deemed to  be invested,  at the Participant's  discretion, in  one or  more
funds as may be specified from time to time  by the Committee.  The amounts of
hypothetical  income and appreciation and depreciation in  value of a Deferral
Account or  a Company Account  will be credited  and debited  to, or otherwise
reflected in,  such Deferred Account  or Company  Account from  time to  time.
Unless otherwise determined  by the Committee, amounts  credited to a Deferral
Account  or  Company  Account  shall  be  deemed  invested  in a  hypothetical
investment  as of the date so  credited.  A Participant  will become vested in
the amount of any  earnings credited to his or her account, and  the amount of
any  Company notional contributions, in accordance with the applicable vesting
schedule established  under the Plan.   Payments in  settlement of  a Deferred
Account  or a Company Account shall  be made as soon  as practicable after the
date or  dates (including  upon the  occurrence of specified  events), and  in
such number of installments, as may  be directed by the Participant in  his or
her election.  If a  Participant has elected to receive installment  payments,
unpaid vested  balances will continue to  earn gains or losses  based upon the
performance   of  the  investment   vehicle(s)  which   such  Participant  has
designated as his or her hypothetical investment(s).  The  Committee may set a
minimum   amount   for  each   distribution   of   deferral   and/or   Company
contributions.  In the event of a Participant's death  prior to the payment of
all  vested amounts  remaining  in his  or  her Deferral  Accounts  or Company
Accounts,  such  amounts  shall  be  paid  to   the  Participant's  designated
Beneficiary  in a  single lump  sum.   The Committee  may provide  that vested
amounts  credited to a Participant's Deferral Accounts or Company Accounts may
be paid out in  a single lump  sum in the  event of a  Change of Control,  the
termination of  a Participant's employment with the Company or an affiliate or
a termination of  the Plan.  The Company shall settle a Participant's Deferral
Account(s)  and   vested  Company  Account(s),   and  discharge  all   of  its
obligations to pay  deferred compensation under  the Plan  by payment of  cash
equal to the Fair Market Value of the vested  hypothetical amounts credited to
the applicable Deferral Account or Company Account.

     The  Committee may, in its  discretion, establish one  or more Trusts and
deposit therein cash or other  property in amounts not exceeding the amount of
the Company's obligations  with respect to a Participant's Deferral Account or
Company Account.   The Committee  may with prospective  or retroactive effect,
amend, alter,  suspend, discontinue, or terminate the Plan at any time without
the  consent of  Participants, stockholders,  or any  other  person; provided,
however,  that  without  consent  of  a  Participant,  no  such  action  shall
materially and adversely  affect the rights  of such Participant with  respect
to any  rights to payment of  amounts credited to  such Participant's Deferral
Accounts or Company Accounts.

                                       2
The  Plan is  intended  to constitute  an  "unfunded" plan  for  deferred
compensation and Participants  shall rely solely  on the unsecured promise  of
the  Company for  payment.   With respect  to any  payment not  yet made  to a
Participant  under the  Plan,  nothing  contained in  the  Plan  shall give  a
Participant any  rights that  are greater than  those of  a general  unsecured
creditor of the Company, subject  to the Committee's ability to make  other or
additional  arrangements  under  the  Plan.   A  Participant  and  his or  her
Beneficiary shall assume all risk in connection with any decrease in  value of
his  or her Deferral Account  and for his  or her Company  Account and neither
the Company nor the Committee shall be liable or responsible therefor.

Item 5. Interests of Named Experts and Counsel

     None.

Item 6. Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of  the State of Delaware (the
"Delaware Law") empowers a Delaware  corporation to indemnify any  persons who
are,  or are  threatened to  be made,  parties to  any threatened,  pending or
completed  legal   action,  suit  or  proceeding,   whether  civil,  criminal,
administrative or investigative (other  than an action by  or in the right  of
such  corporation),  by reason  of the  fact  that such  person is  or  was an
officer,  director,  employee  or agent  of  such  corporation, or  is  or was
serving at  the request of such  corporation as a director,  officer, employee
or  agent of another  corporation, partnership, joint venture,  trust or other
enterprise. The indemnity  may include expenses  (including attorneys'  fees),
judgments,  fines  and  amounts paid  in  settlement  actually  and reasonably
incurred  by such person  in connection with such  action, suit or proceeding,
provided that such  officer, director, employee or  agent acted in  good faith
and  in a  manner  he reasonably  believed  to be  in or  not  opposed to  the
corporation's   best  interests,  and,   for  criminal   proceedings,  had  no
reasonable cause to  believe his conduct was  unlawful. A Delaware corporation
may  indemnify officers and directors  in an action by or in  the right of the
corporation  under the  same  conditions,  except that  no indemnification  is
permitted without judicial approval if the officer or director  is adjudged to
be liable  to the corporation. Where  an officer or director  is successful on
the  merits or otherwise in the  defense of any action  referred to above, the
corporation  must indemnify  him against  the expenses  which such  officer or
director actually and reasonably incurred.

     The  Company's Restated  Certificate of  Incorporation provides  that the
Company  shall  indemnify  directors  and  officers  to  the   fullest  extent
permitted  by  the laws  of  the  State of  Delaware.  The Company's  Restated
Certificate  of Incorporation  also provides  that a  director of  the Company
shall not be liable  to the Company or  its stockholders for monetary  damages
for  breach  of fiduciary  duty  as  a director,  except  to  the extent  such
exemption  from liability  or limitation  thereof is  not permitted  under the
General  Corporation Law of the  State of Delaware  as the same  exists or may
hereafter be amended.

                                       3
The  indemnification  rights conferred  by  the  Restated Certificate  of
Incorporation of the Company are not  exclusive of any other right to  which a
person seeking  indemnification may  otherwise be entitled.  The Company  will
also provide liability insurance  for the directors  and officers for  certain
losses arising from claims or  charges made against them while acting in their
capacities as directors or officers.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following exhibits are filed as part of this Registration Statement:

4.1          ACNielsen Corporation Deferred Compensation Plan.

5.1          Opinion  of  Simpson  Thacher  &  Bartlett  as  to  the
             legality of the securities offered under the Plan.

23.1         Consent of Arthur Andersen LLP.

23.2         Consent of  Simpson  Thacher &  Bartlett  (included  in
             Exhibit 5.1 hereto).

24.1         Power of Attorney.

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(1)   To file, during  any period in which  offers or sales  are being made, a
post-effective amendment to this Registration Statement;

      (i)   to  include any  prospectus  required by  Section 10(a)(3)  of the
Securities Act of 1933 (the "Act");

     (ii)  to reflect in the prospectus any facts  or events arising after the
effective date  of  this Registration  Statement  (or  the most  recent  post-
effective  amendment  thereof)  which,  individually  or   in  the  aggregate,
represent   a  fundamental  change  in  the  information  set  forth  in  this
Registration Statement (except  to the extent  the information required to  be
included by clauses (i) or (ii) is contained in  periodic reports filed by the
Company  pursuant  to  Section  13 or  15(d)  of  the  Exchange Act  that  are
incorporated by reference into this Registration Statement);

   (iii)   to include  any material  information with respect  to the  plan of
distribution  not previously disclosed  in this Registration  Statement or any
material change to such information in this Registration Statement.

                                       4
(2)  That, for the purposes  of determining any liability under the  Act, each
such post-effective  amendment  shall  be  deemed  to be  a  new  registration
statement  relating to  the securities  offered therein,  and the  offering of
such securities  at that time  shall be  deemed to  be the  initial bona  fide
offering thereof.

(3)   To remove from registration  by means of a  post-effective amendment any
of the securities being  registered which remain unsold at  the termination of
the offering.

(4)   That,  for purposes  of determining  any liability  under the  Act, each
filing  of the Registrant's annual  report pursuant to Section  13(a) or 15(d)
of the  Exchange Act that  is incorporated by  reference in this  Registration
Statement shall be  deemed to be a new registration  statement relating to the
securities offered therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

(5)  Insofar as indemnification  for liabilities arising under the Act  may be
permitted to directors,  officers and  controlling persons  of the  Registrant
pursuant to  the foregoing provisions, or  otherwise, the Registrant  has been
advised that in the opinion of the  Commission such indemnification is against
public  policy as expressed  in the Act  and is, therefore,  unenforceable. In
the event  that a  claim for  indemnification against such  liabilities (other
than the  payment  by  the  Registrant of  expenses  incurred  or  paid  by  a
director, officer  or controlling person of  the Registrant in  the successful
defense  of any  action, suit  or proceeding)  is  asserted by  such director,
officer  or  controlling  person  in  connection  with  the  securities  being
registered, the  Registrant will,  unless in  the opinion  of its  counsel the
matter has  been  settled  by controlling  precedent,  submit to  a  court  of
appropriate  jurisdiction the question  whether such indemnification  by it is
against public  policy as expressed  in the  Act and will  be governed  by the
final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that  it has reasonable grounds to  believe that it meets
all of  the requirements  for filing  on Form  S-8 and  has duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized,  in the City of Stamford, State  of Connecticut, on
this 23rd day of February, 2000.

                                     ACNIELSEN CORPORATION
                                           (Registrant)

                                     By   /s/ Earl H. Doppelt
                                        ----------------------
                                         Earl H. Doppelt
                                         Executive Vice President
                                         and General Counsel

     Pursuant  to the  requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has  been signed below by the  following persons in the
capacities and on the date indicated.

           Signature                                       Title

*   Nicholas L. Trivisonno               Chairman, Chief Executive Officer and
----------------------------             Director (principal executive officer)
    Nicholas L. Trivisonno

*      Robert J. Chrenc                  Executive Vice President and Chief
----------------------------             Financial Officer (principal financial
       Robert J. Chrenc                  and accounting officer)

*       Robert H. Beeby                  Director
----------------------------
        Robert H. Beeby

*     Michael P. Connors                 Vice Chairman and Director
----------------------------
      Michael P. Connors

*      Donald W. Griffin                 Director
----------------------------
       Donald W. Griffin

                                       6
*       Thomas C. Hays                   Director
----------------------------
        Thomas C. Hays

*     Karen L. Hendricks                 Director
----------------------------
      Karen L. Hendricks

*    Robert M. Hendrickson               Director
----------------------------
     Robert M. Hendrickson

*     Robert Holland, Jr.                Director
----------------------------
      Robert Holland, Jr.

*        John R. Meyer                   Director
----------------------------
         John R. Meyer

*     Brian B. Pemberton                 Director
----------------------------
      Brian B. Pemberton

*     Robert N. Thurston                 Director
----------------------------
      Robert N. Thurston

  By /s/ Earl S. Doppelt
       -------------------
       Attorney-in-fact
                                                            February 23, 2000

                                       7
INDEX TO EXHIBITS

Exhibit                            Description
Number

4.1          ACNielsen Corporation Deferred Compensation Plan.

5.1          Opinion  of  Simpson  Thacher  &  Bartlett  as  to  the
             legality of the securities offered under the Plan.

23.1         Consent of Arthur Andersen LLP.

23.2         Consent of  Simpson  Thacher &  Bartlett  (included  in
             Exhibit 5.1 hereto).

24.1         Power of Attorney.

                                       8