Exhibit 10.6


                                   AMENDMENT NO. 1
                                          TO
                         1992 STOCK PURCHASE AND OPTION PLAN
                       AMENDED AND RESTATED AS OF MARCH 5, 1997
                                           
                                           
                                           
              The first K-III Communications Corporation 1992 Stock Option and
Purchase Plan (the "Plan") is hereby amended as follows: 

    BY ADDING CLAUSE (C) SECTION 1 TO READ AS FOLLOWS:

              "(c) to provide incentives to members of the Board of Directors
who are not employees of the Corporation or its Subsidiaries ("Non-Employee
Directors")"; and

    BY AMENDING CLAUSE (J) OF SECTION 2 TO READ AS FOLLOWS:

              "(j) "Participant" means an Employee, a Non-Employee Director or
other person having a relationship with the Corporation or any of its
Subsidiaries, to whom one or more Grants have been made and such Grants have not
all been forfeited or terminated under the Plan"; and      
    
    BY AMENDING CLAUSES (A) AND (B) OF SECTION 3 TO READ AS FOLLOWS
    
         "(a) The Plan shall be administered by the Committee.  The Committee
may adopt its own rules of procedure, and the action of a majority of the
Committee taken at a meeting or the action of all members of the Committee taken
without a meeting by a writing signed by all members, shall constitute action by
the Committee.  The Committee shall have the power and authority to administer,
construe and interpret the Plan to make rules for carrying out and to make
changes in such rules.  Any such interpretations, rules, and administration
shall be consistent with the basis purposes of the Plan.

    
         (b)  The Committee may delegate to the Board of Directors its power
and authority to designate and make Grants to Participants who are Non-Employee
Directors and may delegate to the Chief Executive Officer and to other senior
officers of the Corporation its duties under the Plan subject to such conditions
and limitations as the Committee shall prescribe; and




    BY AMENDING SECTION 4 AND 5 TO READ AS FOLLOWS:

         "4.  The Committee may from time to time make Grants under the Plan to
such Employees, Non-Employee Directors, or other person having a relationship
with the Corporation     or any of its Subsidiaries and in such form and having
such terms, conditions and limitations as the Committee may determine.  Grants
may be granted singly, in combination or in tandem.  The terms, conditions and
limitations of each Grant under the Plan shall be set forth in a Grant Agreement
in a form approved by the Committee consistent, however, with the terms of the
Plan; provided, however, such Grant Agreement shall contain provisions dealing
with the treatment of Grants in the event of the termination, death or
disability of a Participant, and may also include provisions concerning the
treatment of Grants in the event of a change of control of the Corporation.

    5.   From time to time, the Committee will determine the forms and amounts
of Grants to Participants.  Grants shall be subject to such terms and
conditions, including without limitation, vesting and exercisability periods or
restrictions, and the effect on a Grant of a termination or change in employment
or service status of a Participant (including a termination or change by reason
of a sale of a subsidiary or division of the Corporation), as the Committee may
in its discretion determine.  Such Grants may take the following forms in the
Committee's sole discretion"; and

         Approved March 5, 1997 by the Board of Directors.