Securities and Exchange Commission,
                             Washington, D.C. 20549

                                  Schedule TO/A

            Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934

                                (Amendment No. 2)

                    Duff & Phelps Credit Rating Co. (Issuer)
                    ----------------------------------------
                            (Name of Subject Company)

      FSA Acquisition Corp. (Offeror), an indirect wholly owned subsidiary
                                 of Fimalac S.A.
      --------------------------------------------------------------------
                  (Names of Filing Persons (identifying status
                      as offeror, issuer or other person))

                           Common Stock, No Par Value
                           --------------------------
                         (Title of Class of Securities)

                                    26432F109
                                    ---------
                      (CUSIP Number of Class of Securities)

          Stephen Joynt (President) or David Kennedy (Vice-President),
                             FSA Acquisition Corp.,
        One State Street Plaza, New York, NY 10004 (Tel: (212) 908-0500)
        ----------------------------------------------------------------
           (Name, address, and telephone numbers of person authorized
       to receive notices and communications on behalf of filing persons)

                    Copy to: David K. Lakhdhir, Esq.
                             Paul, Weiss, Rifkind, Wharton & Garrison
                             1285 Avenue of the Americas
                             New York, New York 10019-6064
                             Tel: (212) 373-3000

Calculation of Filing Fee

    Transaction Valuation*                               Amount of Filing Fee**
- --------------------------------------------------------------------------------
        $525,973,600                                           $105,195
- --------------------------------------------------------------------------------

*        For purposes of calculating the filing fee pursuant to Rule 0-11(d),
         the Transaction Valuation was calculated on the basis of (i) 4,644,121
         outstanding shares of common stock, no par value per share, of Duff &
         Phelps Credit Rating Co. (the "Shares"), (ii) the tender offer price of
         $100.00 per Share and (iii) 615,615 options to acquire Shares under
         Duff & Phelps Credit Rating Co. 1994 Long-Term Stock Incentive Plan
         that could be exercised on or prior to the expiration of the tender
         offer described in this Tender Offer Statement on Schedule TO. Based on
         the foregoing, the transaction value is equal to the sum of (1) the
         product of 4,644,121 Shares and $100.00 per Share and (2) the product
         of 615,615 Shares which are subject to options to purchase Shares and
         $100.00 per Share.

**       The filing fee, calculated in accordance with Rule 0-11 of the
         Securities Exchange Act of 1934, is 1/50th of one percent of the
         aggregate Transaction Valuation.

[X]      Check the box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $105,480        Filing Party: FSA Acquisition Corp.
                        --------                      ---------------------

Form or Registration No.: Schedule TO   Date Filed: March 15, 2000
                          -----------               --------------

[ ] Check the box if the filing relates solely to preliminary communications
    made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X] third-party tender offer subject to Rule 14d-1.

[ ] issuer tender offer subject to Rule 13e-4.

[ ] going-private transaction subject to Rule 13e-3.

[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]


                                                                               2

                         AMENDMENT NO. 2 TO SCHEDULE TO

         This Amendment No. 2 amends and supplements the Schedule TO filed by
FSA Acquisition Corp, a Delaware corporation ("Purchaser") and Fimalac S.A., a
French societe anonyme ("Parent") with the Securities Exchange Commission on
March 15, 2000 (the "Schedule TO") and amended by Amendment No. 1 filed by
Purchaser and Parent on March 24, 2000, to purchase all of the issued and
outstanding shares (the "Shares") of common stock, no par value per share, of
Duff & Phelps Credit Rating Co., an Illinois corporation (the "Company"), at a
purchase price of $100.00 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated March 15, 2000 and in the related Letter of Transmittal, copies
of which are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the
Schedule TO. Capitalized terms used and not defined herein shall have the
meanings ascribed to such terms in the Offer to Purchase or in the Schedule TO.

ITEMS 1 THROUGH 9, 11 AND 12.

         Items 1 through 9, 11 and 12 of Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase, are hereby amended
as follows:

         (1) the following is inserted immediately following the chart entitled
"FIMALAC S.A. SELECTED CONSOLIDATED FINANCIAL DATA" set forth in Section 8 of
the Offer to Purchase:

                  "Parent's financial statements are prepared in accordance with
         French generally accepted accounting principles ("French GAAP"). Parent
         does not, nor is it otherwise required to, prepare its financial
         statements in accordance with U.S. generally accepted accounting
         principles ("U.S. GAAP"). The following represents, in the opinion of
         Parent, the significant differences between French GAAP and U.S. GAAP
         that would affect the foregoing financial data of Parent. No attempt
         has been made to identify future differences between U.S. GAAP and
         French GAAP resulting from prescribed changes in accounting standards.
         It should also be noted that regulatory bodies that promulgate French
         GAAP and U.S. GAAP have significant on-going projects that could affect
         comparisons between U.S. GAAP and French GAAP. Finally, the following
         does not identify all of the differences between French GAAP and U.S.
         GAAP.

         o        Deferred taxation. Under French GAAP, deferred tax is
         calculated using the liability method on temporary timing differences
         between taxable and accounting earnings. Net deferred tax assets
         determined company by company are recognized only to the extent that it
         is probable that the asset will be realized in the foreseeable future.
         Under U.S. GAAP, deferred taxes are provided for all temporary
         differences between the tax and book balance sheets and valuation
         allowance is established when it is more likely than not that deferred
         tax assets will not be realized.

         o        Depreciation/Amortization Policies. As permitted under French
         GAAP, Parent has not amortized certain intangible assets created in
         connection with business acquisitions. Under U.S. GAAP, some of these
         intangible assets would be amortized over their expected useful lives,
         not exceeding 40 years.

         o        Amortization of acquisition goodwill. As permitted by French
         GAAP, goodwill recorded in business combinations accounted for under
         the purchase method are amortized in Parent's consolidated financial
         statements over ten to twenty years, depending on the sector. Under
         U.S. GAAP, the period of amortization of acquisition goodwill may be as
         long as forty years.


                                                                               3

         o        Accounting for marketable securities and marketable equity
         securities. Marketable securities are carried in Parent's financial
         statements at the lower of cost or market value, calculated on a
         security-by-security basis. Changes in these provisions are included in
         the determination of net income. Under U.S. GAAP, marketable securities
         and marketable equity securities are grouped in separate portfolios for
         the purpose of comparing aggregate cost and aggregate market value to
         determine carrying value. Changes in write-down allowances for
         marketable securities are included in the determination of net income,
         while those concerning marketable equity securities are included in
         equity.

         o        Net earnings per share. Under French GAAP, net earnings per
         share are determined on an undiluted basis, whereas under U.S. GAAP,
         net earnings per share are determined on a fully diluted basis."

; and

         (2) the first paragraph of Section 15 of the Offer to Purchase, from
the beginning of such paragraph up to subparagraph (1) of such paragraph, is
amended to read in its entirety as follows:

         "Notwithstanding any other provision of the Offer, Purchaser will not
         be required to accept for payment or, subject to any applicable rules
         and regulations of the SEC, including Rule 14e-1(c) promulgated under
         the Exchange Act, pay for, and (subject to any such rules or
         regulations) may delay the acceptance for payment of or the payment of
         any tendered Shares and (except as provided in the Agreement) amend or
         terminate the Offer if, on or before the Expiration Date:"


                                                                               4

                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                             FSA Acquisition Corp.


                                             By: /s/ Stephen Joynt
                                                 -----------------
                                                 Name: Stephen Joynt
                                                 Title: President

April 4, 2000