Exhibit 3.3






                      CERTIFICATE OF OWNERSHIP AND MERGER

                                    MERGING

                         NIELSEN MEDIA RESEARCH, INC.

                                     INTO

                             COGNIZANT CORPORATION

            Cognizant Corporation, a corporation organized and existing under
the laws of Delaware (the "Corporation"),

            DOES HEREBY CERTIFY:

            FIRST: That the Corporation was incorporated on January 2, 1996,
pursuant to the General Corporation Law of the State of Delaware (the "DGCL").

            SECOND: That the Corporation owns all of the outstanding shares of
the Common Stock, par value $1.00 per share, of Nielsen Media Research, Inc., a
corporation incorporated on October 1, 1996 pursuant to the DGCL.

            THIRD: That the Corporation, by the following resolutions of its
Board of Directors, duly adopted at a meeting of the Board of Directors on June
15, 1998, determined to merge into itself Nielsen Media Research, Inc. (the
"Merger"):

            RESOLVED,   that the Corporation's wholly-owned subsidiary, Nielsen
                        Media Research, Inc., a Delaware corporation, merge with
                        and into the Corporation pursuant to Section 253 of the
                        DGCL, as set forth in the Certificate of Ownership and
                        Merger (the "NMR Certificate of Merger") required to be
                        filed with the Secretary of State of the State of
                        Delaware; and be it further

            RESOLVED,   that the NMR Certificate of Merger and the transactions
                        contemplated thereby, be, and each of them hereby is, in
                        all respects authorized and approved, and the officers
                        of the Corporation be, and each of them hereby is,
                        authorized to execute and file on behalf of the
                        Corporation the NMR Certificate of Merger in the form as
                        the officer or officers executing the NMR Certificate of
                        Merger may deem necessary or appropriate; and be it
                        further

            RESOLVED,   that the merger shall be effective upon the date of
                        filing of the NMR Certificate of Merger merging Nielsen
                        Media Research, Inc. into the Corporation with the
                        Secretary of State of the State of Delaware or such
                        other date and time as are set forth in the NMR
                        Certificate of Merger; and be it further






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            RESOLVED,   that the surviving corporation of the merger shall amend
                        its name from "Cognizant Corporation" to "Nielsen Media
                        Research, Inc." and be it further

            FOURTH: The surviving corporation shall be the Corporation and shall
amend its name from "Cognizant Corporation" to "Nielsen Media Research, Inc."

            FIFTH: The Merger shall be effective at 5:30 p.m., Eastern Daylight
Time, on June 30, 1998.

            SIXTH: Anything herein or elsewhere to the contrary notwithstanding,
this merger may be amended or terminated and abandoned by the Board of Directors
of the Corporation at any time prior to the filing of this Certificate of
Ownership and Merger with the Secretary of State.







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            IN WITNESS WHEREOF, the Corporation has caused this certificate to
be signed by Kenneth Siegel, its Senior Vice President, General Counsel and
Secretary and attested by Robin Nance on June 30, 1998.

                              COGNIZANT CORPORATION

                               By:   /s/ Kenneth S. Siegel
                                    -----------------------------------------
                             Name: Kenneth S. Siegel
                            Title: Senior Vice President, General Counsel
                                   and Secretary


Attest:

By:    /s/ Robin Y. Nance
      -----------------------------------
Name:  Robin Y. Nance
Title: Assistant Secretary