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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1. Name and Address of Reporting Person *   West Brian 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 Financial 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 78,125 D Â

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)	02/02/2017	Common Stock	234,375	$ 16	D	Â
Options to purchase common stock (right to buy)	  (2)	02/02/2017	Common Stock	189,843	$ 16	D	Â
Options to purchase common stock (right to buy)	  (1)	02/02/2017	Common Stock	39,063	$ 32	D	Â
Options to purchase common stock (right to buy)	  (3)	02/02/2017	Common Stock	31,641	$ 32	D	Â
Options to purchase common stock (right to buy)	  (4)	03/18/2020	Common Stock	62,500	$ 18.4	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
West Brian 770 BROADWAY NEW YORK, NY 10003	Â	Â	  Chief Financial Officer	Â

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)	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.
(2)	Represents options to purchase shares of common stock of the Issuer, of which 11,719 vested on the grant date (December 31, 2006), 44,531 vested on December 31, 2007 and 44,531 vested on December 31, 2009. An additional 44,531 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2010 or, otherwise, on December 31, 2012. The remaining 44,531 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2011 or, otherwise, on December 31, 2013.
(3)	Represents options to purchase shares of common stock of the Issuer, of which 1,953 vested on the grant date (December 31, 2006), 7,422 vested on December 31, 2007 and 7,422 vested on December 31, 2009. An additional 7,422 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2010 or, otherwise, on December 31, 2012. The remaining 7,422 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 the Issuer, which vest in three equal installments on March 18, 2011, 2012 and 2013.
  Remarks: Exhibit List: Exhibit 24 - Confirming Statement

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