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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  FINN MARY ELIZABETH
 2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2011		 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 Human Resouces 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 18,750
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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)   (1) 11/15/2017 Common Stock 33,937 $ 16 D  
Options to purchase common stock (right to buy)   (2) 11/15/2017 Common Stock 5,656 $ 32 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FINN MARY ELIZABETH
770 BROADWAY
NEW YORK, NY 10003		       Chief Human Resouces Officer  

Signatures

/s/ Harris Black, authorized signatory 05/11/2011
**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) Represents options to purchase shares of common stock of the Issuer, of which 23,249 are vested. Additional 3,563 and 3,562 will vest on December 31, 2011 and 2012, respectively. The remaining 3,563 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2011, or otherwise, on December 31, 2013.
(2) Represents options to purchase shares of common stock of the Issuer, of which 3,874 are vested. Additional 594 will vest on each of December 31, 2011 and December 31, 2012. The remaining 594 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2011, or otherwise, on December 31, 2013.
 
Remarks:
Exhibit List: Exhibit 24 -Confirming Statement

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