SECOND AMENDMENT TO 364-DAY CREDIT AGREEMENT


          This Second Amendment to 364-Day Credit  Agreement (the  "Amendment"),
     dated as of April 3, 2000, is between (i) FactSet  Research  Systems,  Inc.
     (the "Borrower"), and (ii) The Chase Manhattan Bank (the "Bank").

          WHEREAS,  the  Borrower  and the Bank are parties to a 364-Day  Credit
     Agreement dated as of November 20, 1998 (the "Credit Agreement"); and

          WHEREAS,  the  Bank  and the  Borrower  desire  to  amend  the  Credit
     Agreement to extend the Maturity Date.

          NOW, THEREFORE, in consideration of the premises herein contained, and
     for  other   good  and   valuable   consideration,   receipt  of  which  is
     acknowledged, it is hereby agreed as follows:

          Section 1.  Definitions,  Terms used but not otherwise  defined herein
     shall have the  respective  meanings  ascribed  to such terms in the Credit
     Agreement.

          Section 2.  Amendment  to Section  1.01.  The  definition  of the term
     Maturity Date, in Section 1.01 of the Credit  Agreement,  is hereby amended
     to read in its entirety as follows:

          "Maturity Date" means March 31, 2001.


          Section  3.  Representations.   The  Borrower  hereby  represents  and
     warrants to the Bank that (i) the  representations and warranties set forth
     in Article III of the Credit Agreement are true and correct in all material
     respects with the same effect as if made on the date hereof,  except to the
     extent such  representations and warranties relate to an earlier date; (ii)
     before and after giving  effect to this  Amendment,  no Event of Default or
     Default  has  occurred  and  is  continuing;   and  (iii)  the  making  and
     performance by the Borrower of this Amendment have been duly  authorized by
     all necessary corporate action.

          Section  4.  Conditions.  The  amendment  set forth in Section 2 above
     shall become  effective on the date first above  written  provided that the
     Bank shall have received a counterpart  of this Amendment duly executed and
     delivered by the Borrower.

          Section 5. Miscellaneous.  Except as specifically  amended hereby, the
     Credit Agreement shall continue in full force and effect in accordance with
     the provisions  thereof as in existence on the date hereof.  After the date
     hereof,  any  reference  to "this  Agreement",  "herein",  "hereunder"  and
     similar terms referring to the Credit Agreement shall be deemed to refer to
     the Credit  Agreement as amended  hereby.  This  Amendment (i) shall become
     effective as of the date first above written, (ii) shall be governed by and
     construed in accordance  with the laws of the State of New York,  and (iii)
     may be  executed  in  counterpart  (and  by  different  parties  hereto  on
     different counterparts), each of which when taken together shall constitute
     a single  contract.  Should any terms or provisions of the Credit Agreement
     conflict with the terms and  provisions  contained in this  Amendment,  the
     terms and provisions of this Amendment shall prevail

          IN WITNESS WHEREOF,  the parties hereto,  by their officers  thereunto
     duly authorized,  have executed this Amendment as of the day and year first
     above written.


FACTSET RESEARCH SYSTEMS INC.              THE CHASE MANHATTAN BANK

By:  ______________________________        By:  ___________________________

Its:  _____________________________        Its:  __________________________