EMPLOYMENT,
                 NONCOMPETITION, CONFIDENTIALITY
                    AND CONSULTING AGREEMENT
                                

           This  Employment, Noncompetition, Confidentiality  and
Consulting  Agreement (this "Agreement") is entered into  on  the
14th   day  of  November,  1997,  between  The  Reader's   Digest
Association, Inc., and Thomas A. Belli (the "Employee").

                           WITNESSETH:

           WHEREAS, the Employee is currently a consultant to The
Reader's   Digest  Association,  Inc.  and  has  been  previously
employed by The Reader's Digest Association, Inc. in a number  of
positions,  including  President of  QSP,  Inc.,  a  wholly-owned
subsidiary of The Reader's Digest Association, Inc.; and

           WHEREAS, The Reader's Digest Association, Inc. and the
Employee desire that the Employee be re-employed as the President
of  QSP,  Inc.  and  desire to set forth  certain  terms  of  the
Employee's  employment  with  the  Company  (as  that   term   is
hereinafter defined in Section 1 below); and

           WHEREAS, in order to protect the business interests of
the  Company, The Reader's Digest Association, Inc.  desires  the
Employee to undertake certain obligations not to compete with the
Company  during and following the Employee's employment with  the
Company; and

           WHEREAS,  in  order to further protect  the  Company's
business interests, The Reader's Digest Association, Inc. desires
the Employee to undertake certain other obligations, including to
preserve   and  protect  the  Company's  Confidential/Proprietary
Information, as defined in this Agreement; and

           WHEREAS, The Reader's Digest Association, Inc. and the
Employee  wish  to  provide for the terms  and  conditions  of  a
consulting  arrangement, under which the  Employee  will  provide
consulting services to the Company following termination  of  the
Employee's employment with the Company; and

            WHEREAS,  nothing  contained  in  this  Agreement  is
intended  to  change  the  Company's  employment  at-will  policy
whereby  the  Company may at any time change the  Employee's  job
title,  duties, compensation, and other terms and  conditions  of
employment  and either the Employee or the Company may  terminate
the  Employee's employment with the Company at any time  and  for
any reason.

           NOW,  THEREFORE, in consideration of the premises  and
the   mutual  covenants  and  agreements  contained  herein,  The
Reader's  Digest  Association, Inc. and  the  Employee  agree  as
follows:

           1.   Definitions.  For all purposes of this Agreement,
the following terms shall have the definitions set forth below:

           "Affiliate"  shall mean, with respect to The  Reader's
Digest  Association,  Inc.,  any other  person  or  entity  that,
directly  or indirectly, is controlled by, controls, or is  under
common control with The Reader's Digest Association, Inc.

           "Business"  shall  mean any and  all  aspects  of  the
business being conducted, planned to be conducted or contemplated
to  be  conducted by QSP, Inc., QSP Distribution Services,  Inc.,
and  Quality  Services Products, Inc. in the Territory  described
below,  including  but not limited to the sale  or  promotion  of
products  or  services, the procurement of products or  services,
the fulfillment of orders for products or services, the provision
of   services,   including  fund-raising  activities,   and   the
distribution of products.

           "Company"  shall mean The Reader's Digest Association,
Inc.,  and  all  of  its  parents, divisions,  subsidiaries,  and
Affiliates,  and  shall also include QSP, Inc., QSP  Distribution
Services, Inc., and Quality Services Products, Inc.

           "Customers" shall mean all persons (including sponsors
and  contact  persons  and their successors),  schools,  classes,
clubs,   organizations,  associations,  groups  of  persons   and
entities  of any type which are as of the date of his  Agreement,
were at any time during the two-year period immediately preceding
the  date  of  this  Agreement,  were  at  any  time  during  the
Noncompetition  Period, and/or were at any time during  the  two-
year  period immediately preceding the application or enforcement
of  this  Agreement, customers of QSP, Inc. or  Quality  Services
Products,  Inc., or were solicited or serviced for  fund  raising
purposes  by  sales representatives or agents  of  QSP,  Inc.  or
Quality Services Products, Inc. for the benefit, in whole  or  in
part, of QSP, Inc. or Quality Services Products, Inc. during  any
such periods of time.

           "Noncompetition  Period" shall mean  any  time  during
which the Employee is an employee of the Company and a period  of
three  years  after the termination of the Employee's  employment
with  the  Company,  regardless of  whether  termination  of  the
employment relationship is with or without cause, or voluntary or
involuntary.   If,  during such three-year period,  the  Employee
engages  in  a violation of any provision of this Agreement,  the
Noncompetition  Period shall continue to  run  for  a  three-year
period beginning from the date of the last violation.

           "Territory"  shall  mean (i) the town  of  Ridgefield,
Connecticut, (ii) Fairfield County, Connecticut, (iii)  the  town
of  New Castle, New York, (iv) Westchester County, New York,  (v)
the  area  within  a  75-mile radius of QSP,  Inc.'s  Ridgefield,
Connecticut offices, (vi) the area within a 75-mile radius of The
Reader's  Digest  Association,  Inc.'s  New  Castle,  New  York's
offices, (viii) each and every county in the United States  where
QSP,  Inc.'s sales representatives do Business as of the date  of
this  Agreement,  did  Business at any time during  the  two-year
period  immediately  preceding the date of  this  Agreement,  did
Business  during the Noncompetition Period, and/or  did  Business
during  the two-year period immediately preceding the application
or enforcement of this Agreement; and (vii) each and every county
and  district  in Canada where Quality Services Products,  Inc.'s
sales  representatives  do  Business  as  of  the  date  of  this
Agreement,  did  Business at any time during the two-year  period
immediately  preceding the date of this Agreement,  did  Business
during the Noncompetition Period, and/or did
Business  during  the two-year period immediately  preceding  the
application or enforcement of this Agreement.

          2.   Employment Terms

                a.   Position.  Subject to the Employee's ability
to  document  his identity and authorization to work pursuant  to
the Immigration Reform and Control Act, and a negative result  on
the  Employee's drug test, the Employee shall be employed as  the
President  of QSP, Inc.  The Employee shall perform  the  duties,
undertake   the  responsibilities  and  exercise  the   authority
customarily  performed,  undertaken  and  exercised  by   persons
employed in a similar capacity, subject to the provisions  herein
and  as  otherwise determined by the President,  Reader's  Digest
USA.   The  Employee shall report directly to President, Reader's
Digest  USA  or  as otherwise determined by the  Chief  Executive
Officer  of  RDA. The Employee acknowledges that  his  employment
with  the Company is at will, and the Company reserves the  right
to  terminate  the Employee at any time, with or  without  cause.
The  Employee  further acknowledges and agrees that the  Employee
must adhere to the following during his employment:

    regular and open communication with the President, Reader's
    Digest USA (or successor thereto); regular attendance at staff
    meetings;
    Employee to promote to all QSP employees the close alliance
    of QSP and RDA;
    general strategy and budget must be agreed to by President,
    Reader's Digest USA (or successor thereto) and adhered to
    beginning with FY'98 profit and revenue targets already agreed
    upon;
     QSP's Operations, Information Systems, Finance, Human
     Resources and Public Relations departments and personnel will
     have oversight by Readers' Digest functions.  Any changes of
     senior level personnel at QSP in these organizations will require
     the approval and support of the Reader's Digest function head as
     well as the President, Reader's Digest USA (or successor thereto)
     or her designee;

    All organization changes must be approved by President,
  Reader's Digest USA (or successor thereto) or her designee;

    Any recommended changes in policy, procedure, organization
  structure or major personnel changes must be approved by
  President, Reader's Digest USA (or successor thereto) or her
  designee;

    Annual compensation plans (salary, bonus, options) as well
as any "special arrangements" to employees or schools require
written approval of President, Reader's Digest USA (or successor
thereto) or her designee;

    Full support and cooperation in QSP's move to Pleasantville
  expected to occur in the very near future.

                b.    Obligations.  The Employee agrees to devote
his  full business time and attention to the business and affairs
of  QSP, Inc. (together with QSP Distribution Services, Inc., and
Quality Services Products, Inc.).  The foregoing, however,  shall
not  preclude the Employee from serving on charitable  boards  or
committees  or  managing personal investments, so  long  as  such
activities  do  not  interfere  with  the  performance   of   the
Employee's responsibilities hereunder.

                c.    Base Salary.  The Company agrees to pay  or
cause  to  be paid to the Employee commencing upon the Employee's
hire  date  a  base  salary  at the rate  of  $250,000  per  year
(hereinafter  referred  to  as the  "Base  Salary"),  as  may  be
adjusted  from  time-to-time  in accordance  with  the  Company's
policy,  payable  on a bi-weekly basis.  The parties  agree  that
upon  commencement of payment to the Employee of his base  salary
hereunder,  all payments due to the Employee under Section  3  of
the  Agreement  between  the Employee  and  The  Reader's  Digest
Association, Inc. dated February 18, 1994 (the "1994  Agreement")
shall  cease  and  the  Employee hereby waives  all  claims  with
respect thereto.

                d.    Employee Benefits.  The Employee  shall  be
entitled  to participate in all employee benefit plans,  policies
and  programs maintained by The Reader's Digest Association, Inc.
and made available to executives in salary grade 18 and as may be
in  effect and amended or terminated from time-to-time (except as
specifically  provided herein).  The Employee's participation  in
such plans, policies and programs shall be on the same basis  and
terms  as  are applicable to executives of the Company in  salary
grade  18  generally.   With  respect  to  the  Employee's  prior
employment  with  the Company, the Employee will  be  treated  in
accordance with the terms of each applicable benefit  plan.   The
Employee  will  be  eligible to receive an annual  bonus  with  a
target  equivalent  to  that of an employee  in  grade  level  18
participating in the Company's Management Incentive  Compensation
Plan (whether as a participant in that Plan or otherwise, at  the
Company's discretion), based on goals established by the  Company
(the target for fiscal year ending June 30, 1998 is $90,000).  In
addition,  the  Company shall recommend to the  Compensation  and
Nominating  Committee of the Board of Directors of  The  Reader's
Digest  Association, Inc. that the Employee receive  a  grant  of
10,000  stock options under the Company's Key Employee Long  Term
Incentive Plan as soon as practical following employment on  such
terms as the Company shall determine in its sole discretion.

                e.    Payment Upon Execution.  In addition to the
consideration  provided in Section 3.b.,  below,  and  the  other
consideration  set forth in this Agreement, The  Reader's  Digest
Association,  Inc.  shall  pay  the  Employee,  within  15   days
following execution of this Agreement by all parties, the sum  of
One Hundred Thousand Dollars ($100,000.00).

               f.   The Employee represents and warrants that the
execution  and performance of this Agreement will not violate  or
conflict  with any agreement or arrangement to which the Employee
is a party or with any other of Employee's obligations.

           3.    Consulting Arrangement and Waiver  of  Severance
Pay.   Upon  termination of the Employee's  employment  with  the
Company for any reason other than cause as hereinafter defined in
Section 3.f., the Company shall, for a three-year period,  engage
and  retain the Employee as a consultant and the Employee  agrees
to  serve  as  a  consultant for such three-year  period  on  the
following terms and conditions:

                 a.     The  Employee  shall  provide  consulting
services to the Company from time to time at the request  of  the
Company with respect to such matters relating to the Business  as
the  Company shall from time to time determine.  Such  consulting
services shall not generally require more than one hundred  hours
per  three-month period.  The Employee may, during the course  of
his or her consulting arrangement, engage or be interested in any
activity that is not in violation of Section 4 of this Agreement.

               b.   As compensation for such consulting services,
the  Employee shall be paid, on no less frequently than a monthly
basis,  the  same amount of salary per month as the Company  paid
the  Employee  in the last full month immediately  preceding  the
termination of the Employee's employment with the Company, except
as  provided  in  Section 3.e., below.   The  Employee  shall  be
reimbursed for all reasonable and necessary expenses incurred  in
the  course  of providing such consulting services, in accordance
with  and  subject  to  the Company's policies  with  respect  to
reimbursement  of  expenses  and  upon  presentation  of  expense
vouchers  in  such detail as the Company may from  time  to  time
require  in  accordance with such policies;  provided  that  such
expenses  were  expressly authorized in writing  by  the  Company
prior  to  being  incurred  by the  Employee.   It  is  expressly
understood  and  agreed  that during  any  period  in  which  the
Employee  is serving as a consultant, he or she shall not  be  an
employee of the Company or treated or regarded as an employee  of
the  Company.   It  is further understood and agreed  that,  when
serving as a consultant, the Employee shall have no authority  to
bind  the Company and the Employee shall not hold himself out  as
having  such  authority.  At any time during which  the  Employee
serves  as  a  consultant, he shall be an independent contractor.
During  the  three-year period referred to in this  section,  the
Employee shall not be entitled to any employee benefits under any
employee benefit plans or programs of the Company -- except:

                     (i)   the  Company will pay the premiums  on
behalf of the Employee for continuation coverage required  to  be
offered pursuant to Section 602 of ERISA (commonly referred to as
"COBRA") under the Company's medical and dental plan(s) and up to
an additional 18 months for any period subsequent to such initial
continuation  period  that the Employee is  permitted  under  the
terms of such plan(s) to continue participation; and

                      (ii)   such  benefits  that  are  generally
available  to former employees of the Company, but  only  if  the
Employee  fulfills all eligibility and participation requirements
of such plans or programs.

It  is understood by the Employee that he may not be eligible  to
participate in the existing medical and dental plans(s) after his
employment  with the Company has terminated, and  it  is  further
understood  by the Employee that the Company is not obligated  to
amend  any such plan(s) and is not guaranteeing that he  will  be
eligible to participate in such plan(s) as a former employee.

                c.    The  Employee shall have no  obligation  to
serve  as  a consultant during any periods of time in the  three-
year period when the Employee is engaged or interested on a full-
time basis in any activity that is not in violation of Section  4
of  this  Agreement.  During such periods, however,  the  Company
shall continue to pay the compensation set forth in Section 3.b.,
above, except as provided in Section 3.e., below.

                d.    The  monthly payments set forth in  Section
3.b.,  above,  shall continue to be paid to the Employee  or  his
estate in the event of the Employee's disability or death, except
as provided in Section 3.e., below.

                e.   The Company shall have no obligation to make
any  payments  or further payments under this Section  3  if  the
Employee, during the Noncompetition Period, engages in  any  acts
or  omissions constituting (i) proven embezzlement, dishonesty or
fraud;  (ii) conviction of or plea of nolo contendere to a  crime
involving  the property, business relationships or  employees  of
the  Company or involving moral turpitude; (iii) material  breach
or  violation of the Employee's obligations under this Agreement;
(iv)  material breach of any fiduciary duty owed to the  Company;
(v) material violation of The Reader's Digest Code of Conduct  or
any  violation of those sections of The Reader's Digest  Code  of
Conduct relating to insider trading; (vi) material breach of  The
Reader's   Digest  Proprietary  Information  Policy;   or   (vii)
conspiracy   against   the  Company.   Neither   the   Employee's
obligations   under  this  Agreement  nor  the  length   of   the
Noncompetition  Period shall be affected by any of  the  acts  or
omissions  described  in this Section 3.e. or  by  the  Company's
exercise of its rights under this Section 3.e.

               f.   For purposes of this Agreement, "cause" shall
mean   any   of  the  following:   The  Employee's   (i)   proven
embezzlement, dishonesty or fraud; (ii) conviction of or plea  of
nolo  contendere  to  a  crime involving the  property,  business
relationships  or  employees of the Company  or  involving  moral
turpitude;  (iii) material breach or violation of the  Employee's
obligations under this Agreement; (iv) willful failure or refusal
to  perform  the  Employee's  duties  and  responsibilities;  (v)
material  breach of the Employee's fiduciary duty to the Company;
(vi) material violation of The Reader's Digest Code of Conduct or
any  violation of those sections of the Reader's Digest  Code  of
Conduct relating to insider trading; (vii) material breach of the
Reader's Digest Proprietary Information Policy; (viii) conspiracy
against  the Company; or (ix) inability to perform the Employee's
job  duties  as a result of alcoholism or drug abuse,  consistent
with  applicable  law.  The Company shall have no  obligation  to
engage the Employee as a consultant or to make any payments under
Section  3.b., above, if the Employee's employment is  terminated
for   cause.   Neither  the  Employee's  obligations  under  this
Agreement  nor the length of the Noncompetition Period  shall  be
affected  by a termination for cause or by the Company's exercise
of  its rights under this Agreement in the event of a termination
for cause.

                g.    The Employee hereby waives all rights,  and
forever  releases  and discharges the Company from  any  and  all
claims, to any severance payments or other benefits under (i) The
Reader's  Digest  Association, Inc.  Severance  Plan  for  Senior
Management, (ii) the Severance Pay Policy available to  employees
of  The Reader's Digest Association, Inc., and (iii) any and  all
other  salary continuation or severance pay plans or programs  of
any  nature or kind.  This waiver and release shall not apply  to
the  Supplemental Retirement Benefit Agreement ("SRB  Agreement")
between  the  Employee and The Reader's Digest Association,  Inc.
dated August 17, 1988, as amended August 10, 1992.

            4.     Agreement   Not   to  Compete.    During   the
Noncompetition  Period  and within the  Territory,  the  employee
shall not, directly or indirectly, whether paid or unpaid, engage
or  be interested -- whether as owner, investor (other than as  a
holder  of  less  than  2%  by value of  the  outstanding  equity
securities  of  any  publicly traded company),  partner,  lender,
officer,  director,  proprietor, consultant,  advisor,  employee,
agent, sales representative, participant, or otherwise -- in  any
activity  or  enterprise that is competitive with  the  Business.
Without limiting the foregoing, assistance in the preparation  or
prosecution of any claim against the Company by present or former
customers,  employees,  officers, consultants,  and/or  suppliers
shall  be  deemed  to  be  an "activity  or  enterprise  that  is
competitive with the Business."

           5.   Agreement Not to Solicit Customers.  The Employee
acknowledges  that  QSP,  Inc.'s and Quality  Services  Products,
Inc.'s  relationships with Customers constitute the  goodwill  of
the Business and that such relationships have been developed over
a long period of time at substantial expense and with substantial
effort  on  the part of QSP, Inc. and Quality Services  Products,
Inc.   During the Noncompetition Period, the Employee shall  not,
directly  or  indirectly, or through any  business,  activity  or
enterprise  in  which the Employee is engaged  or  interested  --
whether  as owner, investor, partner, lender, officer,  director,
proprietor,   consultant,   advisor,   employee,   agent,   sales
representative,  participant  or  otherwise  --  (i)  solicit  or
otherwise communicate with any Customer for any purpose  that  is
competitive  with the Business (except on behalf of  the  Company
during  the Employee's employment or consulting arrangement  with
the Company); (ii) induce or influence any Customer, supplier  or
other  person that has a business relationship with QSP, Inc.  or
Quality Services Products, Inc. or any sales representative  that
has  an  employment relationship with or represents QSP, Inc.  or
Quality  Services  Products, Inc. to discontinue  or  reduce  the
extent  of such relationship; or (iii) assist or cause any  other
person  or  entity to engage in any of the actions in  which  the
Employee is prohibited from engaging under this Section.

           6.    Agreement  Not to Disparage  the  Company.   The
Employee shall not, at any time during the Noncompetition  Period
and at any time thereafter, directly or indirectly commit any act
that may tend to deprive the Company of its goodwill or disparage
the  Company  or  its  products,  services,  business  practices,
employees,     officers,    directors,     consultants,     sales
representatives or accounts, or any person or entity that  has  a
business   relationship  with  the  Company  or   the   Company's
relationships with any such person or entity.

           7.    Agreement Not to Employ or Engage  Employees  or
Sales  Representatives.   During the Noncompetition  Period,  the
Employee  shall  not,  directly  or  indirectly  or  through  any
business, activity or enterprise in which the Employee is engaged
or  interested  --  whether as owner, investor, partner,  lender,
officer,  director, consultant, advisor, employee,  agent,  sales
representative, participant or otherwise -- employ or  engage  or
otherwise  solicit  or contact for the purpose  of  employing  or
engaging  any  person who is then or was at any time  within  the
Noncompetition    Period   an   employee,    consultant,    sales
representative or agent of the Company.

          8.   Records of the Company.  The Employee acknowledges
that  all  the  records, documents, accounts,  sales  literature,
manuals   (training,   personnel,  employment,   or   otherwise),
pamphlets,  and other written materials relating to the  Business
(collectively, the "Records") are the sole and exclusive property
of  the  Company  and  are of great value to  the  Company.   The
Employee  shall  not,  upon termination of  employment  with  the
Company,  directly or indirectly remove or copy any such Records.
Upon  termination of the Employee's employment with the  Company,
whether   voluntary  or  involuntary,  the  Employee  agrees   to
surrender  to  the Company all Records and copies thereof  within
seven days following the termination of employment.  The Employee
also  agrees not to retain any such Records, including any copies
thereof,  unless  expressly  approved  in  writing  by  the  Vice
President,  Human Resources, of The Reader's Digest  Association,
Inc.   Upon  termination of the Employee's  employment  with  the
Company, whether voluntary or involuntary, the Employee agrees to
participate in an exit interview, at which time the Employee  may
be asked whether, and if requested the Employee agrees to certify
under oath that, the Employee has surrendered to the Company  all
Records and has complied with all of the other provisions of this
Agreement.

          9.   Confidential/Proprietary Information.

                 a.     The   Employee  acknowledges   that   all
information,  knowledge  and  data,  whether  in  a  tangible  or
intangible form, concerning (i) Customers, the identity and  size
of Customers, (ii) the identity of other employees of the Company
and  sales representatives employed by or representing QSP,  Inc.
and  Quality  Services Products, Inc., (iii) sales and  marketing
information  of  the  Company, (iv) the  Company's  arrangements,
contracts  and  relationships with its  suppliers,  distributors,
facilitators  and  fulfillment houses, (v)  costs,  purchase  and
pricing  information  of the Company, (vi)  business,  financial,
public relations or technical information, (vii) any matter  that
gives  the  Company  an advantage over its  competitors  or  over
persons  outside  the  Company seeking to learn  more  about  the
Company's  business  or operations, (viii)  the  business  plans,
strategic    plans,   practices,   concepts,   ideas,   research,
techniques, methods,
and procedures of the Company, (ix) the know-how developed, used,
and  contemplated for use in connection with the Business and (x)
actual  or  potential claims or suits by or against  the  Company
(collectively, "Confidential/Proprietary Information") belongs to
the   Company,  is  confidential  and/or  proprietary,  has  been
obtained  by the company at great cost and over a long period  of
time   and   is  of  great  value  to  the  Company.   The   term
Confidential/Proprietary  Information  shall  not   include   any
information,  knowledge  or  data  that  is  or  becomes   common
knowledge within the industry (other than through a violation  or
breach  of  this Agreement or violation or breach  of  any  other
obligation  of  confidentiality by any person or  entity)  or  is
obtained  by  the Employee from third parties who  obtained  such
information  (other than through a violation  or  breach  of  any
agreement or other obligation of confidentiality).  The fact that
Confidential/Proprietary Information  has  been  disclosed  to  a
limited number of outsiders by the Company shall not deprive  the
information, knowledge or data of its proprietary or confidential
status.   The  Employee acknowledges that he has or  will  become
privy  to such Confidential/Proprietary Information by virtue  of
his employment with the Company.

                b.   For as long as the Employee is in possession
of any Confidential/Proprietary Information (including during and
after  the  Noncompetition Period), the Employee shall  hold  and
maintain  in  strict  confidence,  and  shall  not  directly   or
indirectly use, divulge, furnish or make accessible to any person
or entity not expressly authorized by the Company to receive such
information, any Confidential/Proprietary Information.

                c.    In the event the Employee or anyone on  the
Employee's  behalf are served with or subject to a legal  demand,
legal  obligation, court order or request for disclosure  of  any
Confidential/Proprietary Information, the Employee shall  provide
The  Reader's  Digest Association, Inc. with notice  as  soon  as
practicable  and use his best efforts (at the Company's  expense)
to  oppose  and/or adjourn any such disclosure and to afford  the
Company the opportunity to oppose such disclosure lawfully.

           d.    The  Employee  agrees that  the  terms  of  this
Agreement are confidential and may not be disclosed to any  third
party  other then his legal and financial advisors and  immediate
family  (spouse  and children) who shall in  turn  agree  not  to
disclose the terms to any third party.

          10.  Enforcement.

                a.   The Employee acknowledges that any breach of
Sections  1 through 9 of this Agreement would result in immediate
and  irreparable injury to the Company for which the Company will
not  have  any  adequate remedy at law.   The  Company  shall  be
entitled,  in addition to all other remedies, to a temporary  and
permanent  injunction and/or decree for specific  performance  of
the  terms of Sections 1 through 9 of this Agreement, without the
necessity  of  showing  any actual damages,  posting  a  bond  or
furnishing other security.

                 b.     The  Employee  hereby  consents  to   the
jurisdiction  over his or her person in the State of  Connecticut
and agrees that service of a summons and complaint by mail to the
address listed in Section 13 shall be, or shall be deemed to  be,
effective service over his or her person, to the extent permitted
by law.  In addition, the Employee agrees that the courts located
in  the state of Connecticut shall be the exclusive forum for any
dispute  or  claim  arising  under or  in  connection  with  this
Agreement.

                c.   In any action in which the Company obtains a
preliminary  or  permanent injunction or any  other  relief,  the
Company   shall  be  entitled  to  a  judgment   or   award   for
reimbursement  of its legal costs, including but not  limited  to
reasonable attorneys' fees.

               d.   The Company has the right, exercisable at any
time  in  its  sole  discretion,  to  seek  enforcement  of   the
provisions of this agreement for a period of time less  than  the
Noncompetition Period and in areas less than the full  Territory,
to  seek enforcement as to some but not all matters protected  by
this  Agreement, and to seek partial enforcement  of  any  matter
protected by this Agreement.

           11.  Severability.  If any clause or provision of this
Agreement,  or  portion thereof, shall be held by  any  court  or
other  tribunal of competent jurisdiction to be illegal,  invalid
or unenforceable, the remainder of such clause or provision shall
not  be  affected thereby and shall be given full effect, without
regard  to  the  invalid portion.  It is  the  intention  of  the
parties  that,  if  any  court  or other  tribunal  of  competent
jurisdiction construes any clause or provision of this Agreement,
or  any portion thereof, to be illegal, invalid or unenforceable,
such  court  or tribunal shall, only to the extent  necessary  to
ensure  the legality, validity, or enforceability thereof, either
strike  or delete such clause or provision or portion thereof  or
reduce  the  duration, area, or other aspect of  such  provision,
and,   in  its  reduced  form,  such  provision  shall  then   be
enforceable and shall be enforced.

          12.  Miscellaneous.

           a.    All  of  the WHEREAS recitals set forth  at  the
beginning  of this Agreement are integral parts of this Agreement
and are incorporated into this Agreement by reference.

           b.    The Employee acknowledges that he is not relying
on  any  representations, statements, promises, or other writings
in  entering  into this Agreement, which sets forth the  parties'
final  and entire agreement and supersedes any and all prior  and
contemporaneous  understandings,  obligations,   agreements   and
representations with respect to the subject matter hereof, except
for the SRB Agreement and the 1994 Agreement (as amended hereby),
which continue in full force and effect.

           c.    This Agreement shall inure to the benefit of and
be binding upon the Company, its successors and assigns, and upon
the  Employee,  the  Employee's heirs, administrators  and  legal
representatives,  but  no right or obligation  hereunder  may  be
assigned  or  delegated, except by the Company to an entity  that
succeeds  to or acquires any of the Company's assets, whether  by
purchase, merger, consolidation or otherwise. QSP, Inc. shall  be
deemed  a  third party beneficiary of this Agreement entitled  to
enforce the terms of this Agreement as if a party hereto.

           d.   No failure or delay by either party in exercising
any right, option, power, or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise
thereof  preclude any other or further exercise  thereof  or  the
exercise of any other right, option, power or privilege.

          e.   This Agreement may be amended, modified, waived or
terminated  only  by  a  writing signed by  The  Reader's  Digest
Association, Inc. and the Employee.

           f.    This Agreement shall be governed by the internal
laws  of  the  State  of Connecticut, and  no  other  state's  or
country's  laws shall apply, even if they would otherwise  govern
as a result of the application of the rules of Connecticut or any
other state or country governing choice of laws.

          g.   Neither party to this Agreement shall be deemed to
have  drafted  any  clause or provision  of  this  Agreement  for
purposes of construing any clause or provision of this Agreement.
The  titles  and headings of this Agreement and all  sections  of
this Agreement are for purposes of convenience only, form no part
of  this  Agreement, and shall not be used in  interpreting  this
Agreement.

           h.    By  the Employee's signature below, the Employee
acknowledges  that he  has had the opportunity to retain  counsel
of   the   Employee's  own  choosing  in  connection   with   his
consideration of this Agreement, has had adequate opportunity and
time  to consider the terms of this Agreement, is fully aware  of
and fully understands all of the provisions of this Agreement and
enters into this Agreement freely, voluntarily and without duress
or coercion, physical or otherwise.

           i.   The Employee shall disclose the existence of this
Agreement  to  any  person or entity that he  seeks  to  have  an
interest  in  or become employed or retained by or affiliated  or
associated  with during the Noncompetition Period.  The  Employee
also  agrees  to promptly notify The Reader's Digest Association,
Inc. in writing of the names, telephone numbers and addresses  of
each and every person and entity with whom he interviews or is in
contact   for   purposes   of   future   employment,   retention,
association, affiliation or ownership, if such person  or  entity
engages  in  a  business  that in any manner  competes  with  the
Business.   The  Employee further agrees to notify  promptly  The
Reader's  Digest  Association  Inc.  in  writing  of  the   name,
telephone  number  and address of any person or  entity  that  he
plans  or  has  agreed to become employed by, perform  work  for,
provide  services  to, become associated or affiliated  with,  or
have  an interest in during the Noncompetition Period, regardless
of  whether such entity or person engages in a business  that  is
competitive with the Business.

      13.   Notices.  All notices and communications  under  this
Agreement  shall be deemed to be given, and service shall  be  or
shall be deemed to be effective, when received (a) personally  by
hand  or  (b) by Federal Express or its equivalent, addressed  as
follows:



               if to the Company:

               Vice President, Human Resources
               The Reader's Digest Association, Inc.
               Reader's Digest Road
               Pleasantville, New York  10570

               with a required copy to:

               General Counsel
               The Reader's Digest Association, Inc.
               Reader's Digest Road
               Pleasantville, New York  10570

               if to the Employee:

               Thomas A. Belli
               4 Taunton Hill Road
               Newtown, Connecticut  06470

or  to  such  other address(es) as any party may furnish  to  the
other in writing in accordance with this Section.

           IN  WITNESS  WHEREOF, The Reader's Digest Association,
Inc.  and  the Employee have executed this Agreement on the  date
first set forth above.

                               THE  READER'S DIGEST  ASSOCIATION,
INC.



                              By:  MARCIA M. LEFKOWITZ
                                      Marcia M. Lefkowitz
Date:  November 14, 1997

By:  THOMAS A. BELLI
     Thomas A. Belli






conf\belli97

Source: OneCLE Business Contracts.