Exhibit 99.4

                 2Q 2004 EARNINGS CONFERENCE CALL
                 --------------------------------
           Remarks of Michael S. Geltzeiler, SVP and CFO
                         January 28, 2004


Thanks, Bob

I will briefly review our cash flow performance, current debt
position, and restructuring program before opening the call to
questions.

Free cash flow for the second quarter was $166 million, $5
million favorable to prior year.  As expected, free cash flow
continues to be stronger than the underlying operating results,
as 2004 operating profits have been negatively impacted by lower
US pension income and increases in restricted stock expense, both
of which are non-cash in nature.

Investments in working capital were also reduced this quarter and
are favorable to prior year.  Investments in new customer
acquisitions and magazine launches are generating incremental
cash from customer subscriptions.  And in our International
businesses, efforts to rationalize our direct mail programs and
favorable foreign exchange rate trends have improved cash flows
from this division.

Free cash flow through six months totaled $95 million, which is
$19 million favorable to prior year.  Based on the strong first
half cash flow results and our business outlook for the balance
of this year, we continue to project that Free Cash Flow for
fiscal 2004 will exceed last year's level of $162 million.

During the quarter we repaid $155 million of debt, paying off our
revolver and making voluntary principal payments on our term
loans.  At December 31, total debt was $798 million and cash on
hand was $68 million, resulting in net debt of $730 million.  We
expect net debt at June 30, 2004 to be comfortably below the $700
million guidance provided previously.

The company continued to make progress on its plan to reduce
overhead costs by at least $70 million in fiscal 2005.  We expect
to report savings of about $55 million for fiscal 2004.   During
the quarter, we incurred an additional $9 million in
restructuring charges to continue the downsizing initiatives
launched in fiscal 2003.  The majority of this charge relates to
incremental severance actions taken in Europe.  Additionally, we
made the decision to outsource our global mainframe operations
and exit the gift business at QSP Canada.  Finally, we recently
announced the planned sale and partial leaseback of our
Westchester facility as we continue to look at all facets of our
expense structure.

Company-wide headcount, excluding QSP, which is strategically
adding sales personnel, is about 550 positions lower than
December 2002, exceeding the 500 threshold set forth in our
guidance.  The company spent $6 million in cash restructuring
expenses this quarter against previously accrued actions.
Restructuring expenses accrued as of December 31 are $26 million,
the majority of which will be incurred over the next nine months.

Foreign exchange rates appreciated against the dollar this year
compared to last.  As a result, second quarter revenues were
enhanced by $38 million and operating profit by about $3
million.  On an exchange neutral basis, revenues were down 9% and
costs were lower by 5%.  Excluding the $7 million increase in
mostly non-cash costs for lower pension income and restricted
stock expense; $7 million of incremental investments to launch
new magazines and recruit additional sales personnel; and $9
million restructuring charge, second quarter expenses were 9%
below last year's level.

As Tom mentioned, our guidance for full year EPS, cash flow and
net debt excludes the expected benefits of the sale and partial
leaseback of our Westchester facility and the $9 million
restructuring charge announced this quarter.  The building sale,
when consummated, will provide a significant benefit to each of
these measures as we expect the sale to provide a one-time
capital gain, a sizeable cash inflow, and ongoing operating
savings, beginning in 2005.

Tom, Bob and I will now take your questions.