8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2006

IMS HEALTH INCORPORATED
(Exact Name of Registrant as Specified in Charter)

Delaware	001-14049	06-1506026
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1499 Post Road, Fairfield, Connecticut 06824
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 319-4700

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry into a Material Definitive Agreement.

On December 15, 2006, IMS Health Incorporated (the “Company”) entered into the Second Amendment to Note Purchase Agreement (the “Amendment”) with holders of its $150,000,000 Principal Amount 4.60% Senior Notes due 2008.  The Amendment reduces the restrictions on usage and amount of foreign subsidiary indebtedness, thus making the Company’s obligations with respect to foreign subsidiary indebtedness consistent with its other facilities.

A copy of the Amendment is attached hereto as Exhibit 4.1 and is incorporated by reference into this Item 1.01.

Item 5.02.    Departure of Directors or Principal Officers; Election of Directors; Appointment
 of Principal Officers; Compensatory Arrangements of Certain Officers.

On December 19, 2006, the Board of Directors of the Company appointed Bret W. Wise to the Board of Directors of the Company as a Class II director to serve until the 2007 annual meeting of shareholders.  Mr. Wise is the president and chief operating officer of Dentsply International, Inc.  Mr. Wise will serve on the Audit Committee of the Company’s Board of Directors.

Mr. Wise will receive non-employee director remuneration in accordance with the Company’s standard policies for non-employee directors.  On December 19, 2006, the Company’s Human Resources Committee (formerly the Compensation and Benefits Committee) of the Board of Directors modified these policies to provide that the initial equity award to a newly elected or appointed non-employee director would be in the form of restricted stock units rather than restricted stock.  The amount of such initial grant and its vesting and forfeiture terms were not changed.  The change to restricted stock units will permit the non-employee director to defer the settlement of the award beyond the vesting date, and make the form of the initial equity grant to a non-employee director consistent with the current form of annual grants.

In accordance with the non-employee director remuneration policies, Mr. Wise was granted 1,465 restricted stock units on December 19, 2006.  This award is subject to a risk of forfeiture for five years but restrictions lapse upon death, disability or upon termination in other circumstances as determined by the Company’s Human Resources Committee.  Dividend equivalents will be credited on the restricted stock units and payable at settlement of the award.   Mr. Wise will receive other remuneration for service as a director in accordance with the Company’s standard policies, including an annual retainer at a rate of $45,000 per year, together with meeting fees of $1,500 for each board and committee meeting he attends.  If current policies remain in effect, he will be eligible to receive an annual grant of restricted stock units in 2007. The current policy regarding such annual grants and other policies regarding non-employee director remuneration (subject to the modification to the form of initial equity award grants described above) are described in the Company’s Current Report on Form 8-K filed on October 23, 2006 and in the Summary Sheet for Non-Employee Director Remuneration as in effect at April 18, 2006 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 filed on May 5, 2006).

Mr. Wise has no arrangement or understanding with any person regarding his selection as a director of the Company.  Mr. Wise does not have any related person transactions with the Company reportable under Item 404(a) of Regulation S-K.

A copy of the Company’s press release dated December 19, 2006, announcing the appointment of Mr. Wise as a director of the Company is filed as Exhibit 99.1 hereto and incorporated by reference into this Item 5.02.

On December 19, 2006, the Company’s Human Resources Committee approved a contractual arrangement with David M. Thomas under which he will provide consulting services to the Company in 2007 on an “as-requested” basis for a fee of $50,000.  Mr. Thomas served as the Chairman of the Board and Chief Executive Officer of the Company from November 2000 through January 2005, as Executive Chairman

from then until his retirement in March 2006, and as Director from November 2000 through March 2006.  He has provided consulting services to the Company since his retirement date under the terms of an employment agreement entered into while he was an employee.  The continued consulting arrangement is being implemented by means of an amendment to that employment agreement.

Item 5.03.              Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 19, 2006, the Board of Directors of the Company approved amendments to the Company’s by-laws, effective on such date, to (i) allow the use of electronic transmissions in notices to stockholders and communications with directors, (ii) replace references to “judge of stockholder votes” with the term “inspector of elections” and enumerate the duties of inspectors of elections and (iii) make other, immaterial changes for purposes of clarity.  A copy of the Second Amended and Restated By-Laws of the Company is attached hereto as Exhibit 3.1 and is incorporated by reference into this Item 5.03.

Item 9.01.              Financial Statements and Exhibits.

(d)	Exhibits.
Exhibit 3.1	Second Amended and Restated By-Laws of IMS Health Incorporated.
Exhibit 4.1	Second Amendment to Note Purchase Agreement.
Exhibit 99.1	Press release issued by IMS Health Incorporated, dated December 19, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IMS HEALTH INCORPORATED
Date: December 21, 2006	By:	/s/ Robert H. Steinfeld
		Robert H. Steinfeld
		Senior Vice President, General Counsel and
		Corporate Secretary

EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED

BY-LAWS

OF

IMS HEALTH INCORPORATED

(as amended through December 19, 2006)

ARTICLE I

STOCKHOLDERS

Section 1.  The annual meeting of the stockholders of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date and at such time and place within or without the State of Delaware as may be designated from time to time by the Board of Directors.

Section 2.  Special meetings of the stockholders shall be called at any time by the Secretary or any other officer, whenever directed by the Board of Directors or by the Chief Executive Officer.  The purpose or purposes of the proposed meeting shall be included in the notice setting forth such call.

Section 3.  (a)        Except as otherwise provided by law, notice of the date, time, place and, in the case of a special meeting, the purpose or purposes of the meeting of stockholders shall be delivered personally or mailed or given by a form of electronic transmission in accordance with paragraphs (b), (c) and (d) of this Section 3 not earlier than sixty, nor less than ten days previous thereto, to each stockholder of record entitled to vote at the meeting at such address or telecopy number as appears on the records of the corporation.

(b)           Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any of these By-Laws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given.  Any such consent shall be revocable by the stockholder by written notice to the corporation.  Any such consent shall be deemed revoked if (1) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (2) such inability becomes known to the Secretary or an Assistant Secretary or to the corporation’s transfer agent or other person designated by the corporation to give notice on behalf of the corporation; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action of the corporation.

(c)           Notice given pursuant to paragraph (b) of this Section 3 shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder.  An affidavit of the Secretary or an Assistant Secretary or of the corporation’s transfer agent or other person designated by the corporation to give notice on behalf of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(d)           For purposes of these By-Laws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 4.  The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law or by the Restated Certificate of Incorporation; but if at any regularly called meeting of stockholders there be less than a quorum present, the stockholders present may adjourn the meeting from time to time without further notice other than announcement at the meeting until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the original meeting.  If the adjournment is for more than 30 days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.  The Chairman of the Board of Directors, or in the Chairman’s absence or at the Chairman’s direction, the President, or in the President’s absence or at the President’s direction, any officer of the corporation shall call all meetings of the stockholders to order and shall act as chairman of such meeting.  The Secretary or, in the Secretary’s absence, an Assistant Secretary shall act as secretary of the meeting.  If neither the Secretary nor an Assistant Secretary is present, the chairman of the meeting shall appoint a secretary of the meeting.  Unless otherwise determined by the Board of Directors prior to the meeting, the chairman of the meeting shall determine the order of business and shall have the authority in his or her discretion to regulate the conduct of any such meeting, including, without limitation, by imposing restrictions on the persons (other than stockholders of the corporation or their duly appointed proxies) who may attend any such meeting, whether any stockholder or stockholders’ proxy may be

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excluded from any meeting of stockholders based upon any determination by the chairman, in his or her sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings thereat, and the circumstances in which any person may make a statement or ask questions at any meeting of stockholders.  The chairman of the meeting shall have authority to adjourn any meeting of stockholders.

Section 6.  At all meetings of stockholders, any stockholder entitled to vote thereat shall be entitled to vote in person or by proxy, but no proxy shall be acted upon after three years from its date, unless such proxy provides for a longer period.  Without limiting the manner in which a stockholder may authorize another person or persons to act for the stockholder as proxy pursuant to the General Corporation Law of the State of Delaware, the following shall constitute a valid means by which a stockholder may grant such authority: (a) a stockholder may execute a writing authorizing another person or persons to act for the stockholder as proxy, and execution of the writing may be accomplished by the stockholder or the stockholder’s authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature; or (b) a stockholder may authorize another person or persons to act for the stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder.  If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspector of elections shall specify the information upon which they relied.

Any copy, facsimile telecommunication, electronic transmission or other reliable reproduction of the writing or transmission created pursuant to the preceding paragraph of this Section 6 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication, electronic transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Proxies shall be filed with the secretary of the meeting prior to or at the commencement of the meeting to which they relate.

Section 7.  When a quorum is present at any meeting, the vote of the holders of a majority in voting power of the stock present in person or represented by proxy and entitled to vote on the matter shall decide any question brought before such meeting, unless the question is one upon which by express provision of the General Corporation Law of the State of Delaware or of the Restated Certificate of Incorporation

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or these By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

 Section 8.  In order that the corporation may determine the stockholders (a) entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or (b) entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date (i) in the case of clause (a) above, shall not be more than sixty nor less than ten days before the date of such meeting, and (ii) in the case of clause (b) above, shall not be more than sixty days prior to such action.  If for any reason the Board of Directors shall not have fixed a record date for any such purpose, the record date for such purpose shall be determined as provided by law.  Only those stockholders of record on the date so fixed or determined shall be entitled to any of the foregoing rights, notwithstanding the transfer of any stock owned by such stockholders on the books of the corporation after any such record date so fixed or determined.

Section 9.  The officer who has charge of the stock ledger of the corporation shall prepare and make at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting, during ordinary business hours at the principal place of business of the corporation or at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced at the time and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 10.  The Board of Directors, in advance of any meeting of the stockholders, shall appoint one or more inspectors of elections to act at the meeting and make a written report thereof.  Any inspector of elections may be a stockholder or its proxy, but may not be a director of the corporation or candidate for office of the corporation.  In the event that the Board of Directors fails to so appoint one or more inspectors of elections or, in the event that one or more inspectors of elections previously designated by the Board of Directors fails to appear or act at the meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors of elections to fill such vacancy or vacancies.  Each inspector of elections appointed to act at any meeting of the stockholders, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector of elections with strict impartiality and according to the best of such inspector’s ability.  The inspectors of elections shall (a) ascertain the number of shares outstanding and the voting power of each; (b) determine

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the shares represented at a meeting and the validity of proxies and ballots; (c) count all votes and ballots; (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector of elections; (e) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots; and (f) take any other actions as may be required by the General Corporation Law of the State of Delaware.

Section 11.  (a)  Annual Meetings of Stockholders.  (1) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (A) pursuant to the corporation’s notice of meeting delivered pursuant to Article I, Section 3 of these By-Laws, (B) by or at the direction of the Chairman of the Board of Directors or (C) by any stockholder of the corporation who is entitled to vote at the meeting, who complied with the notice procedures set forth in subparagraphs (2) and (3) of this paragraph (a) of this By-Law and who was a stockholder of record at the time such notice is delivered to the Secretary.

(2)  For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of paragraph (a)(1) of this By-Law, the stockholder must have given timely notice thereof in writing to the Secretary, and, in the case of business other than nominations, such other business must be a proper matter for stockholder action.  To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not less than seventy days nor more than ninety days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than twenty days, or delayed by more than seventy days, from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the ninetieth day prior to such annual meeting and not later than the close of business on the later of the seventieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.  Such stockholder’s notice shall set forth (A) as to each person whom the stockholder proposes to nominate for election or re-election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner and (ii) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner.

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(3)  Notwithstanding anything in the second sentence of paragraph (a)(2) of this By-Law to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the corporation at least eighty days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the corporation.

(b)  Special Meetings of Stockholders.  Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting pursuant to Article I, Section 2 of these By-Laws.  Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (1) by or at the direction of the Board of Directors or (2) by any stockholder of the corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this By-Law and who is a stockholder of record at the time such notice is delivered to the Secretary.  Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder delivers a notice in conformity with the procedures set forth for annual meetings in paragraph (a)(2) of this By-Law, provided that such notice shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the ninetieth day prior to such special meeting and not later than the close of business on the later of the seventieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

(c)  General.  (1)  Only persons who are nominated in accordance with the procedures set forth in this By-Law shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-Law.  Except as otherwise provided by law, the Restated Certificate of Incorporation or these By-Laws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this By-Law and, if any proposed nomination or business is not in compliance with this By-Law, to declare that such defective nomination shall be disregarded or that such proposed business shall not be transacted.

(2)  For purposes of this By-Law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation

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with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

 (3)  For purposes of this By-Law, no adjournment or notice of adjournment of any meeting shall be deemed to constitute a new notice of such meeting for purposes of this Section 11, and in order for any notification required to be delivered by a stockholder pursuant to this Section 11 to be timely, such notification must be delivered within the periods set forth above with respect to the originally scheduled meeting.

(4)  Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law.  Nothing in this By-Law shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

ARTICLE II

BOARD OF DIRECTORS

Section 1.  The Board of Directors shall consist of such number of directors, not less than three, as shall from time to time be fixed exclusively by resolution of the Board of Directors.  The directors shall be divided into three classes in the manner set forth in the Restated Certificate of Incorporation, each class to be elected for the term set forth therein.  Directors shall (except as hereinafter provided for the filling of vacancies and newly created directorships) be elected by the holders of a plurality of the voting power present in person or represented by proxy and entitled to vote.  A majority of the total number of directors then in office (but not less than one-third of the number of directors constituting the entire Board of Directors) shall constitute a quorum for the transaction of business and, except as otherwise provided by law or by the Restated Certificate of Incorporation, the vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.  Directors need not be stockholders.

Section 2.  Newly created directorships in the Board of Directors that result from an increase in the number of directors and any vacancy occurring in the Board of Directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director; and the directors so chosen shall hold office for a term as set forth in the Restated Certificate of Incorporation.  If any applicable provision of the General Corporation Law of the State of Delaware expressly confers power on stockholders to fill such a directorship at a special meeting of stockholders, such a directorship may be filled at such meeting only by the affirmative vote of at least 80 percent in voting power of all shares of the corporation that are issued

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and outstanding and entitled to vote generally in the election of directors, voting together as a single class.

Section 3.  Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board of Directors or as may be specified in the notice of any meeting.  Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board of Directors and special meetings may be held at any time upon the call of the Chairman of the Board of Directors or the President, by oral or written notice, including, telegraph, telex or transmission of a telecopy, e-mail or other means of electronic transmission, duly served on or sent or mailed to each director to such director’s address or telecopy number as shown on the books of the corporation not less than one day before the meeting.  The notice of any meeting need not specify the purposes thereof.  A meeting of the Board of Directors may be held without notice immediately after the annual meeting of stockholders at the same place at which such meeting is held.  Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board of Directors.  Notice of any meeting need not be given to any director who shall attend such meeting in person (except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened), or who shall waive notice thereof, before or after such meeting, in writing.

Section 4.  Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock or Series Common Stock issued by the corporation shall have the right, voting separately by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal, filling of vacancies and other features of such directorships shall be governed by the terms of the Restated Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to Article SEVENTH of the Restated Certificate of Incorporation unless expressly provided by such terms.  The number of directors that may be elected by the holders of any such series of Preferred Stock or Series Common Stock shall be in addition to the number fixed by or pursuant to these By-Laws.  Except as otherwise expressly provided in the terms of such series, the number of directors that may be so elected by the holders of any such series of stock shall be elected for terms expiring at the next annual meeting of stockholders and without regard to the classification of the members of the Board of Directors as set forth in Article II, Section 1 of these By-Laws, and vacancies among directors so elected by the separate vote of the holders of any such series of Preferred Stock or Series Common Stock shall be filled by the affirmative vote of a majority of the remaining directors elected by such series, or, if there are no such remaining directors, by the holders of such series in the same manner in which such series initially elected a director.

Section 5.  If at any meeting for the election of directors, the corporation has outstanding more than one class of stock, and one or more such classes or series thereof are entitled to vote separately as a class, and there shall be a quorum of only one

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such class or series of stock, that class or series of stock shall be entitled to elect its quota of directors notwithstanding the absence of a quorum of the other class or series of stock.

Section 6.  The Board of Directors may designate three or more directors to constitute an executive committee, one of whom shall be designated chairman of the executive committee.  The members of the executive committee shall hold such office until the next election of the Board of Directors and until their successors are elected and qualify or until their earlier resignation or removal.  Any vacancy occurring in the executive committee shall be filled by the Board of Directors.  Regular meetings of the executive committee shall be held at such times and on such notice and at such places as it may from time to time determine.  The executive committee shall act, advise with and aid the officers of the corporation in all matters concerning its interest and the management of its business, and shall generally perform such duties and exercise such powers as may from time to time be delegated to it by the Board of Directors, and shall have authority to exercise all the powers of the Board of Directors, so far as may be permitted by law, in the management of the business and the affairs of the corporation whenever the Board of Directors is not in session or whenever a quorum of the Board of Directors fails to attend any regular or special meeting of the Board of Directors.  The executive committee shall have power to authorize the seal of the corporation to be affixed to all papers which are required by the General Corporation Law of the State of Delaware to have the seal affixed thereto.  The fact that the executive committee has acted shall be conclusive evidence that the Board of Directors was not in session at such time or that a quorum of the Board of Directors had failed to attend the regular or special meeting thereof.

The executive committee shall keep regular minutes of its transactions and shall cause them to be recorded in a book kept in the office of the corporation designated for that purpose, and shall report the same to the Board of Directors at their regular meeting.  The executive committee shall make and adopt its own rules for the governance thereof and may elect its own officers.

Section 7.  The Board of Directors may from time to time establish such other committees to serve at the pleasure of the Board of Directors which shall be comprised of such members of the Board of Directors and have such duties as the Board of Directors shall from time to time establish.  Any director may belong to any number of committees of the Board of Directors.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  The Board of Directors may also establish such other committees with such members (whether or not directors) and such duties as the Board of Directors may from time to time determine.

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Section 8.  Unless otherwise restricted by the Restated Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or the committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or the committee, as the case may be.

Section 9.  The members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such a meeting.

Section 10.  The Board of Directors may establish policies for the compensation of directors and for the reimbursement of the expenses of directors, in each case, in connection with services provided by directors to the corporation.

ARTICLE III

OFFICERS

Section 1.  The Board of Directors, as soon as may be after each annual meeting of the stockholders, shall elect a Chairman of the Board of Directors and officers of the corporation, including a Chief Executive Officer, a President and a Secretary.  The Board of Directors may also from time to time elect such other officers (including one or more Vice Presidents, a Treasurer, one or more Assistant Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper or may delegate to any elected officer of the corporation the power to appoint and remove any such other officers and to prescribe their respective terms of office, authorities and duties.  Any Vice President may be designated Executive, Senior or Corporate, or may be given such other designation or combination of designations as the Board of Directors may determine.  Any two or more offices may be held by the same person.

Section 2.  All officers of the corporation elected by the Board of Directors shall hold office for such term as may be determined by the Board of Directors or until their respective successors are chosen and qualified or until their earlier resignation or removal.  Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board of Directors then in office, or, in the case of appointed officers, by any elected officer upon whom such power of removal shall have been conferred by the Board of Directors.

Section 3.  Each of the officers of the corporation elected by the Board of Directors or appointed by an officer in accordance with these By-laws shall have the

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powers and duties prescribed by law, by these By-Laws or by the Board of Directors and, in the case of appointed officers, the powers and duties prescribed by the appointing officer, and, unless otherwise prescribed by these By-Laws or by the Board of Directors or such appointing officer, shall have such further powers and duties as ordinarily pertain to that office.  The Chairman of the Board of Directors or the President, as determined by the Board of Directors, shall be the Chief Executive Officer and shall have the general direction of the affairs of the corporation.

Section 4.  Unless otherwise provided in these By-Laws, in the absence or disability of any officer of the corporation, the Board of Directors may, during such period, delegate such officer’s powers and duties to any other officer or to any director and the person to whom such powers and duties are delegated shall, for the time being, hold such office.

ARTICLE IV

CERTIFICATES OF STOCK

Section 1.  The shares of stock of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation.  Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock of the corporation represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the Chairman of the Board of Directors, the Chief Executive Officer, the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, or as otherwise permitted by law, representing the number of shares registered in certificate form.  Any or all signatures on the certificate may be a facsimile.

Section 2.  Transfers of stock shall be made on the books of the corporation by the holder of the shares in person or by such holder’s attorney upon surrender and cancellation of certificates for a like number of shares, or as otherwise provided by law with respect to uncertificated shares.

Section 3.  No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of such evidence of such loss, theft or destruction and upon delivery to the corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors in its discretion may require.

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ARTICLE V

CORPORATE BOOKS

The books of the corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine.

ARTICLE VI

CHECKS, NOTES, PROXIES, ETC.

All checks and drafts on the corporation’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers or agent or agents as shall be hereunto authorized from time to time by the Board of Directors.  Proxies to vote and consents with respect to securities of other corporations owned by or standing in the name of the corporation may be executed and delivered from time to time on behalf of the corporation by the Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the Treasurer, the Secretary, any Assistant Treasurer, any Assistant Secretary or by such officers as the Board of Directors may from time to time determine.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January in each year and shall end on the thirty-first day of December following.

ARTICLE VIII

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation.  In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced.

ARTICLE IX

AMENDMENTS

These By-Laws may be amended, added to, rescinded or repealed at any meeting of the Board of Directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting of the stockholders or, in the case of a meeting of the Board of Directors, in a notice given not less than two days prior to the meeting; provided, however, that, notwithstanding any other provisions of these By-Laws or any provision of law which might otherwise permit a lesser vote of the stockholders,

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the affirmative vote of the holders of at least 80 percent in voting power of all shares of the corporation that are issued and outstanding and entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders to alter, amend or repeal Section 2 and Section 11 of Article I, Sections 1 and 2 of Article II or this proviso to this Article IX of these By-Laws or to adopt any provision inconsistent with any of such Sections or with this proviso.

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EX-4.1

Exhibit 4.1

IMS HEALTH INCORPORATED

SECOND AMENDMENT
TO NOTE PURCHASE AGREEMENT

$150,000,000 Principal Amount
4.60% Senior Notes due 2008

Dated as of December 15, 2006

To the Holders of the Senior Notes
of IMS Health Incorporated
Named in the Attached Schedule I

Ladies and Gentlemen:

Reference is made to the Note Purchase Agreement, dated as of January 15, 2003 as amended as of August 26, 2005 and as further amended (the “Note Agreement”) among IMS Health Incorporated, a Delaware corporation (the “Company”), and each of the Purchasers named in Schedule A thereto pursuant to which the Company issued $150,000,000 aggregate principal amount of its 4.60% Senior Notes due 2008 (the “Notes”).  You are referred to herein individually as a “Holder” and collectively as the “Holders”.  Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Note Agreement.

The Company has requested the modification of Section 10.2 (Subsidiary Indebtedness and Other Restrictions). The Holders have agreed to modify the Note Agreement on the terms and conditions set forth herein.

In consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and the Holders agree as follows:

1.             AMENDMENTS TO NOTE AGREEMENT

1.1.          Amendment of Section 10.2.  Section 10.2(a) of the Note Agreement is amended to read in its entirety as follows:

“(a)         The Company will not at any time permit the aggregate amount of Indebtedness (other than Indebtedness owing to the Company or a Wholly-Owned Subsidiary) of all Subsidiaries, other than IMS Japan KK and IMS AG, to exceed $50,000,000; provided, however, that IMS Japan KK and IMS AG, collectively, may incur Indebtedness in an aggregate amount not to exceed $800,000,000.”

1.2.          Defined Terms.  The definition of “Credit Agreement” contained in Schedule B of the Note Agreement is hereby deleted and replaced with the following:

“Credit Agreement” means the Credit Agreement, dated as of July 27, 2006, among IMS, IMS AG and IMS Japan K.K., as borrowers, the lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent, Barclays Bank PLC and ABN Amro Bank N.V., as co-syndication agents, Suntrust Bank and Bank of America, N.A., as co-documentation agents and Wachovia Capital Markets, LLC, as lead arranger and sole book runner, as such agreement may be amended, modified, supplemented, refinanced or replaced from time to time.

2.             REAFFIRMATION; AUTHORIZATION

2.1.          Reaffirmation of Note Agreement.  The Company reaffirms its agreement to comply with each of the covenants, agreements and other provisions of the Note Agreement and the Notes, including the amendments of such provisions effected by this Second Amendment (the “Amendment”).

2.2.          No Default or Event of Default.  There currently exists, and after giving effect to this Amendment there will exist, no Default or Event of Default.

2.3.          Authorization.  The execution, delivery and performance by the Company of this Amendment have been duly authorized by all necessary corporate action and, except as provided herein, do not require any registration with, consent or approval of, notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable. The Note Agreement and this Amendment each constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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3.             EFFECTIVE DATE

This Amendment shall become effective as of the date set forth above upon the execution by the Holders of a majority of the aggregate principal amount of the Notes outstanding and receipt by the Holders of a counterpart of this Amendment duly executed by the Company.

4.             MISCELLANEOUS

4.1.          Ratification.  The Note Agreement, as amended hereby, shall remain in full force and effect and is ratified, approved and confirmed in all respects.

4.2.          Reference to and Effect on the Note Agreement.  Upon the final effectiveness of this Amendment, each reference in the Note Agreement and in other documents describing or referencing the Note Agreement to the “Agreement,” “Note Agreement,” “hereunder,” “hereof,” “herein,” or words of like import referring to the Note Agreement, shall mean and be a reference to the Note Agreement, as amended hereby.

4.3.          Binding Effect.  This Amendment shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

4.4.          Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.  This Amendment constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

4.5.          Counterparts.  This Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but altogether only one instrument.

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IN WITNESS WHEREOF, the Company and the Holders have caused this Amendment to be executed and delivered by their respective officer or officers thereunto duly authorized.

IMS HEALTH INCORPORATED
By:	/s/ Robert H. Steinfeld
Name:	Robert H. Steinfeld
Title:	Senior Vice President, General
	Counsel and Corporate Secretary
By:	/s/ Jeffrey J. Ford
Name:	Jeffrey J. Ford
Title:	Vice President & Treasurer

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HOLDERS:

The foregoing is agreed
to as of the date thereof.

METROPOLITAN LIFE INSURANCE COMPANY
METLIFE INVESTORS INSURANCE COMPANY
By:   Metropolitan Life Insurance Company, its Investment manager
By:	/s/ Judith A. Gulotta
Name:	Judith A. Gulotta
Title:	Director
METLIFE INSURANCE COMPANY OF CONNECTICUT
METLIFE LIFE AND ANNUITY COMPANY OF CONNECTICUT
By:	/s/ Judith A. Gulotta
Name:	Judith A. Gulotta
Title:	Director

S-1

NEW YORK LIFE INSURANCE COMPANY
By:	/s/John P. Rafferty
	Name: John P. Rafferty
	Title: Vice President
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By: New York Life Investment Management LLC, Its Investment Manager
By:	/s/John P. Rafferty
	Name: John P. Rafferty
	Title: Vice President
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT
By: New York Life Investment Management LLC, Its Investment Manager
By:	/s/John P. Rafferty
	Name: John P. Rafferty
	Title: Vice President

S-2

SUNAMERICA LIFE INSURANCE COMPANY
FIRST SUNAMERICA LIFE INSURANCE COMPANY
AIG SUNAMERICA LIFE ASSURANCE COMPANY
	NON-UNIONIZED
BY:	AIG Global Investment Corp.,
	investment advisor
By:	/s/Peter DeFazio
Name:	Peter DeFazio
Title:	Vice President

S-3

PRIMERICA LIFE INSURANCE COMPANY

By:

Name:

Title:

NATIONAL BENEFIT LIFE INSURANCE COMPANY

By:

Name:

Title:

S-4

EX-99.1

Exhibit 99.1

News Release

Bret W. Wise Elected to IMS Health Board of Directors

FAIRFIELD, CT, Dec. 19, 2006—IMS Health (NYSE: RX) today announced that Bret W. Wise, president and chief operating officer of Dentsply International, Inc., has been elected to IMS’s board of directors, effective immediately.

“I am very pleased to welcome Bret to our Board,” said David R. Carlucci, IMS chairman and chief executive officer. “He is an exceptional leader with extensive financial, operations and business development experience in international organizations. Bret’s insights and innovative thinking will serve IMS and its shareholders well as we continue to expand our value to clients worldwide.”

Wise, 46, joined Dentsply International in 2002 as senior vice president and chief financial officer, and served as executive vice president from 2005 until assuming his current position earlier this year. He has been named chairman and chief executive officer of Dentsply, effective January 1, 2007. Dentsply, based in York, PA, designs, develops, manufactures and markets a broad range of products for the dental industry.

Previously, Wise served as senior vice president and chief financial officer at Ferro Corporation for four years, and as vice president and chief financial officer at WCI Steel, Inc. for five years. He began his business career in 1982 with KPMG, where he held various positions of increasing responsibility, including partner, for 12 years.

Wise is a member of the board of directors of the Dental Trade Alliance, an association representing dental manufacturers, laboratories and distributors in North America. He is a C.P.A. and holds a B.S. degree in business from Indiana University, Bloomington, IN.

Operating in more than 100 countries, IMS Health is the world’s leading provider of market intelligence to the pharmaceutical and healthcare industries. With $1.8 billion in 2005 revenue and more than 50 years of industry experience, IMS offers leading-edge business intelligence products and services that are integral to clients’ day-to-day operations, including portfolio optimization capabilities; launch and brand management solutions; sales force effectiveness innovations; managed care and over-the-counter offerings; and consulting and services solutions that improve ROI and the delivery of quality healthcare worldwide. Additional information is available at http://www.imshealth.com.

CONTACT:
IMS Communications
Barbara Henderson, 610-260-6639
bphenderson@us.imshealth.com