THIRD AMENDMENT TO 364-DAY CREDIT AGREEMENT


          This Third  Amendment to 364-Day Credit  Agreement (the  "Amendment"),
     dated as of March 12, 2001, 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     Maturity  Date in Section 1.01 of the Credit  Agreement,  is superseded and
     replaced in its entirety, and amended to read as follows:

          "Maturity Date" means March 29th, 2002.

          Section  3.  Representations.   The  Borrower  hereby  represents  and
     warrants to the Bank that;(i) the covenants, representations and warranties
     set forth in Article III  of the  Credit  Agreement are true and correct in
     all material respects with the same effect on  and as of the date hereof as
     if  made on  and  as of  the  date  hereof,  except to the extent that such
     representations and  warranties  relate to an  earlier date, and as if each
     reference  therein to  the  Credit Agreement were a reference to the Credit
     Agreement as amended by this Amendment; (ii) no Event of Default or Default
     specified  in  the Credit  Agreement 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  expressly  provided  in  this
     Amendment, the  Credit  Agreement shall remain  unchanged and in full force
     and  effect  except  that  each  reference  therein  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  be deemed to be effective on and 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
     counterparts, each of which taken together  shall constitute  one  and  the
     same  instrument  and  either  of  the  parties  hereto  may  execute  this
     Amendment by  signing any such counterpart. 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:  __________________________