COMSCORE, INC. — Major Shareholding Notification 2010

Feb 18, 2010

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

comScore, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

20564W-10-5

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-l(b)

o Rule 13d-l(c)

þ Rule 13d-l(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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.

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TOC /TOC

CUSIP No. 20564W-10-5

1	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only).
	MAGID M. ABRAHAM
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
	5	SOLE VOTING POWER
NUMBER OF		1,154,741
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
BY OWNED BY		581,876
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		1,154,741
WITH:	8	SHARED DISPOSITIVE POWER
		581,876
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,736,617
10	CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS).
	N/A
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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link2 "Item 1."

Item 1.

(a) Name of Issuer

comScore, Inc.

(b) Address of Issuer’s Principal Executive Offices

11950 Democracy Drive, Suite 600, Reston, VA 20190

link2 "Item 2."

Item 2.

(a) Name of Person Filing

Magid M. Abraham

(b) Address of Principal Business Office or, if none, Residence

11950 Democracy Drive, Suite 600, Reston, VA 20190

(c) Citizenship

USA

(d) Title of Class of Securities

Common Stock, par value $0.001 per share

(e) CUSIP Number

20564W-10-5

link2 "Item 3. If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a"

Item 3. If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Inapplicable

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link2 "Item 4. Ownership"

Item 4. Ownership.

(a) Amount beneficially owned: 1,736,617.

(b) Percent of class: 5.7%.

(c) Number of shares as to which the person has:

(i)	Sole power to vote or to direct the vote 1,154,741.
(ii)	Shared power to vote or to direct the vote 581,876.
(iii)	Sole power to dispose or to direct the disposition of 1,154,741
(iv)	Shared power to dispose or to direct the disposition of 581,876.

link2 "Item 5. Ownership of Five Percent or Less of a Class"

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .

link2 "Item 6. Ownership of More than Five Percent on Behalf of Another Person"

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Inapplicable

link2 "Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company"

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Inapplicable

link2 "Item 8. Identification and Classification of Members of the Group"

Item 8. Identification and Classification of Members of the Group

Inapplicable

link2 "Item 9. Notice of Dissolution of Group"

Item 9. Notice of Dissolution of Group

Inapplicable

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link2 "Item 10. Certification"

Item 10. Certification

Inapplicable.

link1 "SIGNATURE"

SIGNATURE

After reasonable 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.

February 18, 2009
Date
/s/ Magid M. Abraham
Signature
Magid M. Abraham
Name/Title

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