Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  CUMINALE JAMES W
 2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2011		 3. Issuer Name and Ticker or Trading Symbol
Nielsen Holdings N.V. [NLSN]
(Last)
(First)
(Middle)
770 BROADWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Legal Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10003		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 125,000
D
 
Common Stock 62,498
I
By Trust (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options to purchase common stock (right to buy)   (2) 02/02/2017 Common Stock 187,500 $ 16 D  
Options to purchase common stock (right to buy)   (3) 02/02/2017 Common Stock 151,875 $ 16 D  
Options to purchase common stock (right to buy)   (2) 02/02/2017 Common Stock 31,250 $ 32 D  
Options to purchase common stock (right to buy)   (4) 02/02/2017 Common Stock 25,313 $ 32 D  
Options to purchase common stock (right to buy)   (5) 03/18/2020 Common Stock 62,500 $ 18.4 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CUMINALE JAMES W
770 BROADWAY
NEW YORK, NY 10003		       Chief Legal Officer  

Signatures

/s/ Harris Black, authorized signatory 01/25/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The securities are held by various trusts for the benefit of the reporting person and his family members as to which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the securities held by the trusts except to the extent of his pecuniary interest.
(2) Represents options to purchase shares of common stock of the Issuer, of which 81% are vested and the remaining 19% will vest on December 31, 2011.
(3) Represents options to purchase shares of common stock of the Issuer, of which 9,375 vested on the grant date (December 31, 2006), 35,625 vested on December 31, 2007 and 35,625 vested on December 31, 2009. An additional 35,625 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2010 or, otherwise, on December 31, 2012. The remaining 35,625 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2011 or, otherwise, on December 31, 2013.
(4) Represents options to purchase shares of common stock, of which 1,562 vested on the grant date (December 31, 2006), 5,938 vested on December 31, 2007 and 5,938 vested on December 31, 2009. An additional 5,938 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2010 or, otherwise, on December 31, 2012. The remaining 5,937 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2011 or, otherwise, on December 31, 2013.
(5) Represents options to purchase shares of common stock of the Issuer, which vest in three equal installments on March 18, 2011, 2012 and 2013.
 
Remarks:
Exhibit List: Exhibit 24 - Confirming Statement

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.