NIELSEN MEDIA RESEARCH INC
15-12B, 2000-05-12
COMPUTER PROCESSING & DATA PREPARATION
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                  FORM 15

 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)
 OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
 REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                            Commission File Number: 1-12275


                        Nielsen Media Research, Inc.
  ----------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


                              299 Park Avenue
                          New York, New York 10171
                               (212) 708-7500
 ----------------------------------------------------------------------------
 (Address, including zip code, and telephone number, including area code, of
                 registrant's principal executive offices)


                            7.60% Notes Due 2009
 ----------------------------------------------------------------------------
          (Title of each class of securities covered by this Form)


 ----------------------------------------------------------------------------
 (Titles of all other classes of securities for which a duty to file reports
                   under section 13(a) or 15(d) remains)


 Please place an X in the box(es) to designate the appropriate rule
 provision(s) relied upon to terminate or suspend the duty to file reports:

           Rule 12g-4(a)(1)(i)  (X)          Rule 12h-3(b)(1)(i)   (X)
           Rule 12g-4(a)(1)(ii) ( )          Rule 12h-3(b)(1)(ii)  ( )
           Rule 12g-4(a)(2)(i)  ( )          Rule 12h-3(b)(2)(i)   ( )
           Rule 12g-4(a)(2)(ii) ( )          Rule 12h-3(b)(2)(ii)  ( )
                                             Rule 15d-6            ( )


 Approximate number of holders of record as of the certification or notice
 date:       29

 Pursuant to the requirements of the Securities Exchange Act of 1934,
 Nielsen Media Research, Inc. has caused this certification/notice to be
 signed on its behalf by the undersigned duly authorized person.


                               NIELSEN MEDIA RESEARCH, INC.


 Date:  May 11, 2000
                               BY:   /s/ Stephen J. Boatti
                                   -------------------------------------
                               NAME:  Stephen J. Boatti
                               TITLE: Senior Vice President and Secretary


 Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
 General Rules and Regulations under the Securities Exchange Act of 1934.
 The registrant shall file with the Commission three copies of Form 15, one
 of which shall be manually signed.  It may be signed by an officer of the
 registrant, by counsel or by any other duly authorized person. The name and
 title of the person signing the  form shall be typed or printed under the
 signature.





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