Exhibit 10.11

                           RESTRICTED STOCK AGREEMENT
                     UNDER THE 1998 IMS HEALTH INCORPORATED
                  NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN

This restricted stock agreement (the "Award Agreement")  confirms the restricted
stock award (the "Award") made on ____________ by the  Compensation and Benefits
Committee (the "Committee") of the Board of Directors of IMS Health Incorporated
(the "Company") to


                    ____________________ (the "Participant")


of ________ shares of the Company's common stock, par value $0.01 per share (the
"Restricted  Stock").  The Restricted Stock is awarded in accordance with and is
subject  to all the terms and  conditions  of the 1998 IMS  Health  Incorporated
Non-Employee  Directors'  Stock  Incentive  Plan  (the  "Plan"),  which  Plan is
incorporated herein by reference.

Certificates  issued in respect of the  Restricted  Stock shall be registered in
the name of the  Participant and shall bear the following  legend,  or any other
similar legend as may be required by the Company:

       "The  transferability  of this  certificate  and the  shares of
       stock represented hereby is subject to the terms and conditions
       (including  forfeiture)  of the  1998 IMS  Health  Incorporated
       Non-Employee  Directors'  Stock Incentive Plan and an agreement
       entered  into  between  the  registered  owner  and IMS  Health
       Incorporated. Copies of such Plan and the agreement are on file
       in the office of the Secretary of IMS Health Incorporated."

Except  as  otherwise  provided  in  this  Award  Agreement  and the  Plan,  the
Participant  shall  have all the rights of a  shareholder  of the  Company  with
respect  to the  Restricted  Stock,  including  the right to vote the shares and
receive  dividends and  distributions.  However,  until the Restricted  Stock is
released to the  Participant as set forth below,  the  Participant may not sell,
transfer, pledge, assign or otherwise dispose of the Restricted Stock.

The stock certificates  evidencing the Restricted Stock shall be held in custody
by a bank or other institution,  or by the Company itself, until such shares are
forfeited in accordance with the Plan, or until the  restrictions  thereon shall
have lapsed as set forth below. The Participant  hereby agrees as a condition to
the award of the Restricted Stock to deliver to the Company,  together with this
Award  Agreement,  a stock power  endorsed in blank  relating to the  Restricted
Stock covered by this Award, so that, in the event of a forfeiture of the Award,
the Restricted Stock will be transferred to the Company.







Subject to earlier  forfeiture (or release) of the Restricted  Stock as provided
in the Plan,  all such shares will be  released to the  Participant  free of all
restrictions and delivered to the Participant on ______________.

IN WITNESS WHEREOF,  IMS Health  Incorporated has caused this Award Agreement to
be executed by its officer thereunto duly authorized.

By the  Company's  signature  below,  and your  acceptance  of these  restricted
shares,  you and the Company  agree that these  shares are governed by the terms
and  conditions of the Plan and the Plan  Prospectus,  all of which are attached
and made part of this document.


IMS HEALTH INCORPORATED


/s/ Kenneth S. Siegel

Kenneth S. Siegel
SVP, General Counsel and Secretary