<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>e17017_424b3.txt
<DESCRIPTION>PROSPECTUS SUPPLEMENT
<TEXT>
PROSPECTUS                                      FILED PURSUANT TO RULE 424(B)(3)
                                                  REGISTRATION NUMBER 333-112840

                                  $892,273,000
                               OMNICOM GROUP INC.
                              OMNICOM CAPITAL INC.
                              OMNICOM FINANCE INC.

               Zero Coupon Zero Yield Convertible Notes due 2032

                                   ----------

      Omnicom Group Inc. sold the notes in private transactions on March 6, 2002
and March 19, 2002. On February 13, 2004, pursuant to a supplemental indenture
to the indenture under which the notes were issued, each of Omnicom Capital
Inc., or Omnicom Capital, and Omnicom Finance Inc., or Omnicom Finance, both
wholly-owned finance subsidiaries of Omnicom Group Inc., became a co-obligor on
the notes jointly and severally with Omnicom Group Inc. Omnicom Group Inc.,
Omnicom Capital and Omnicom Finance are collectively referred to as "the
issuers" in this prospectus. Selling securityholders may use this prospectus to
resell their notes and the shares of common stock of Omnicom Group Inc. issuable
upon conversion and/or redemption of their notes. On July 31, 2032, the maturity
date of the notes, a holder will receive the principal amount at maturity of the
notes, which will be $1,000 per note unless that amount is increased on and
after July 31, 2022 as described in this prospectus.

      The notes are also zero-coupon debt securities. However, under some
circumstances, contingent cash interest may become payable, as described in this
prospectus. The issuers may also elect to voluntarily pay cash interest on the
notes at any time, but they are not obligated to do so.

      Holders may convert each $1,000 face amount of notes originally issued
into 9.09 shares of common stock of Omnicom Group Inc. if the conditions for
conversion described in this prospectus are satisfied. These conditions were not
met as of the date of this prospectus. The conversion rate may be adjusted under
limited circumstances. Omnicom Group Inc.'s common stock currently trades on the
New York Stock Exchange under the symbol "OMC." The last reported sale price of
Omnicom Group Inc.'s common stock on the New York Stock Exchange was $79.13 per
share on February 20, 2004.

      Under the terms of the indenture, the notes may not be redeemed before
July 31, 2007. On or after July 31, 2007 and before July 31, 2022, the issuers
may redeem all or any portion of the notes at any time at the prices described
in this prospectus. On August 1, 2003, Omnicom Group Inc. announced that it
extended the date of the commencement of the period during which the notes can
be redeemed from July 31, 2007 to July 31, 2009. In addition, holders may
require the issuers to purchase all or a portion of their notes if Omnicom Group
Inc. undergoes a change in control. If 90% or more of the notes are repurchased,
the issuers may redeem all of the remaining notes.

      The notes are the joint and several senior unsecured obligations of
Omnicom Group Inc., Omnicom Capital and Omnicom Finance and rank equal in right
of payment to all of their respective existing and future senior unsecured
indebtedness.

      Omnicom Capital's and Omnicom Finance's obligations in respect of the
notes are guaranteed by Omnicom Group Inc. The guarantee is the senior unsecured
obligation of Omnicom Group Inc. and ranks equal in right of payment to all
existing and future senior unsecured indebtedness of Omnicom Group Inc. For
United States federal income tax purposes, the notes constitute contingent
payment debt instruments. You should read the discussion of selected United
States federal income tax consequences relevant to the notes beginning on page
30.

                                   ----------

      Investing in the notes involves risks that are described in the "Risk
Factors" section beginning on page 8 of this prospectus.

                                   ----------

      The notes issued in the private placements are eligible for trading in the
PORTAL System. The notes sold using this prospectus, however will no longer be
eligible for trading in the PORTAL System. The issuers do not intend to list the
notes on any other national securities exchange or automated quotation system.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                The date of this prospectus is February 23, 2004

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Summary..................................................................     3
Risk Factors.............................................................     8
Forward-Looking Information..............................................    10
Selected Consolidated Historical Financial Information...................    11
Ratio of Earnings to Fixed Charges.......................................    12
Use of Proceeds..........................................................    12
Price Range of Common Stock and Dividend History.........................    12
Capitalization...........................................................    13
Description of the Notes.................................................    14
Description of Omnicom Group Inc.'s Capital Stock........................    29
Federal Income Tax Considerations........................................    30
Selling Securityholders..................................................    34
Plan of Distribution.....................................................    37
Legal Matters............................................................    38
Experts..................................................................    38
Where You Can Find More Information......................................    39

                                   ----------

      This prospectus is part of a registration statement on form S-3 that the
issuers filed with the SEC using a shelf registration process. Under this shelf
process, the selling securityholders named in this prospectus or any prospectus
supplement may, from time to time, sell up to $892,273,000 initial principal
amount of notes, including the related guarantee, or the 8,110,762 shares of
Omnicom Group Inc.'s common stock issuable upon conversion thereof, directly to
purchasers in one or more public offerings, or in any of the other ways
described under the heading "Plan of Distribution."

       This prospectus provides you with a general description of the notes, the
guarantee and common stock which the selling securityholders may sell. Each time
a selling securityholder offers to sell any of the notes or shares of Omnicom
Group Inc.'s common stock, such holder will provide a prospectus supplement that
will contain specific information about the terms of that offering, including a
description of the risks relating to the offering, to the extent those terms are
not described in this prospectus. Prospectus supplements may also add, update or
change information contained in this prospectus. If there is any inconsistency
between the information in this prospectus and any accompanying prospectus
supplement, you should rely on the information in the prospectus supplement. You
should read both this prospectus and any prospectus supplement together with the
additional information described under the heading "Where You Can Find More
Information" before investing in the offered securities.

      The issuers have not, and the selling securityholders have not, authorized
any other person to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. The
selling securityholders are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus or any documents incorporated by
reference is accurate only as of the date on the front cover of the applicable
document. The business, financial condition, results of operations and prospects
of each of the issuers may have changed since that date.


                                       2
<PAGE>

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                                     SUMMARY

      The following summary is qualified in its entirety by the more detailed
information included elsewhere in or incorporated by reference into this
prospectus. Because this is a summary, it may not contain all the information
that may be important to you. You should read the entire prospectus, as well as
the information incorporated by reference, before making an investment decision.
When used in this prospectus, the term "Omnicom Group" refers to Omnicom Group
Inc. together with its consolidated subsidiaries, the term "Omnicom Group Inc."
refers to only Omnicom Group Inc. and not its subsidiaries, the term "Omnicom
Capital" refers only to Omnicom Capital Inc., the term "Omnicom Finance" refers
only to Omnicom Finance Inc. and the term "issuers" refers collectively to
Omnicom Group Inc., Omnicom Capital and Omnicom Finance, in each case, unless
otherwise specified, as in the section captioned "Description of the Notes"
beginning on page 14, or the context otherwise requires.

                               Omnicom Group Inc.

      Omnicom Group is one of the largest marketing and corporate communications
companies in the world. Marketing and corporate communications services are
provided to clients through global, pan-regional and national independent agency
brands. Omnicom Group provides services to over 5,000 clients in more than 100
countries.

      Omnicom Group Inc. is incorporated in New York and is a holding company.
Its principal office is located at 437 Madison Avenue, New York, NY 10022, and
its telephone number is (212) 415-3600.

      Omnicom Group Inc.'s common stock is traded on the New York Stock Exchange
under the symbol "OMC." For additional information regarding Omnicom Group's
business, see the reports on Forms 10-K and 10-Q and other SEC filings made by
Omnicom Group Inc., which are incorporated by reference into this prospectus.
Copies of these filings may be obtained as described under "Where You Can Find
More Information" on page 39.

                  Omnicom Capital Inc. and Omnicom Finance Inc.

      Omnicom Capital and Omnicom Finance are each a wholly-owned subsidiary of
Omnicom Group Inc. Neither Omnicom Capital nor Omnicom Finance has any
independent operations or subsidiaries. The sole function of both Omnicom
Capital and Omnicom Finance is to provide funding for the operations of Omnicom
Group Inc. and its operating subsidiaries by incurring debt and lending the
proceeds to the operating subsidiaries. Their respective assets consist of the
intercompany loans they make or have made to Omnicom Group Inc.'s operating
subsidiaries and the related interest receivables.

      Omnicom Capital is incorporated in Connecticut. Its principal office is
located at One East Weaver Street, Greenwich, CT 06831 and its telephone number
is (203) 625-3000. Omnicom Finance is incorporated in Delaware. Its principal
office is located at 437 Madison Avenue, New York, New York 10022 and its
telephone number is (212) 415-3600.

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                                       3
<PAGE>

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                                  The Offering

The Issuers.........................    Omnicom Group Inc., Omnicom Capital Inc.
                                        and Omnicom Financial Inc.

Securities Offered..................    $892,273,000 aggregate initial principal
                                        amount at  maturity  of Zero Coupon Zero
                                        Yield  Convertible  Notes  due  July 31,
                                        2032.

Maturity of the Notes...............    July 31, 2032.

Principal Amount at
Maturity of the Notes...............    Before  July  31,  2022,  the  principal
                                        amount  at  maturity  of a note  will be
                                        equal to $1,000 per $1,000  face  amount
                                        of  notes  originally  issued,  which is
                                        referred  to in this  prospectus  as the
                                        initial principal amount at maturity. On
                                        or after July 31,  2022,  the  principal
                                        amount of the notes due at maturity  may
                                        be  increased,   as  described  in  this
                                        prospectus.

                                        If the principal  amount due at maturity
                                        is increased, then contingent additional
                                        principal,   which  is  the   difference
                                        between $1,000 per $1,000 face amount of
                                        notes   originally    issued   and   the
                                        principal   amount  at  maturity,   will
                                        accrue from and including  July 31, 2022
                                        until maturity.

Cash Interest.......................    Cash  interest  will  not be paid on the
                                        notes unless  contingent  cash  interest
                                        becomes  payable or the issuers elect to
                                        do so in their sole discretion.

Yield to Maturity of the Notes......    The yield to maturity, calculated on the
                                        basis of the initial principal amount at
                                        maturity  and  therefore  excluding  any
                                        contingent  cash  interest or contingent
                                        additional  principal  that  may  become
                                        payable, will be zero. In addition,  the
                                        yield  to  maturity   for  a  particular
                                        purchaser  of the notes will be negative
                                        if the  price  paid  by  that  purchaser
                                        exceeds $1,000 per $1,000 face amount of
                                        the notes.  If contingent  cash interest
                                        and/or contingent  additional  principal
                                        becomes  payable  the yield to  maturity
                                        may increase.

Tax Original Issue Discount.........    For  United  States  federal  income tax
                                        purposes,     the    notes    constitute
                                        contingent payment debt instruments.  As
                                        a result,  the notes are  deemed to have
                                        been issued with original issue discount
                                        for  United  States  federal  income tax
                                        purposes,  referred  to as tax  original
                                        issue  discount.  You  should  read  the
                                        discussion  of  selected  United  States
                                        federal income tax consequences relevant
                                        to the notes, beginning on page 30.

Conversion Rights...................    The notes are  convertible  into  common
                                        stock of Omnicom Group Inc. if:

                                        o   the average conversion value for the
                                            notes,  which  is  calculated  based
                                            upon  the  price  of  Omnicom  Group
                                            Inc.'s  common stock on the relevant
                                            date   of    determination,    meets
                                            specified thresholds,

                                        o   the  credit  rating for the notes is
                                            reduced  to Baa3 or lower by Moody's
                                            Investors  Service,  Inc.  or BBB or
                                            lower by  Standard & Poor's  Ratings
                                            Service,

--------------------------------------------------------------------------------


                                       4
<PAGE>

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                                        o   the notes are called for redemption,
                                            or

                                        o   Omnicom   Group  Inc.   enters  into
                                            specified corporate transactions.

                                        In the case of the first two conditions,
                                        once the  condition  is  satisfied,  the
                                        notes  will  remain  convertible  at any
                                        time at the option of the  holder  until
                                        maturity.

                                        If the  conditions  for  conversion  are
                                        met, a holder may surrender  each $1,000
                                        face amount of notes  originally  issued
                                        for  9.09  shares  of  common  stock  of
                                        Omnicom Group Inc. The  conversion  rate
                                        may  be   adjusted   under  the  limited
                                        circumstances    described    in    this
                                        prospectus  and the  indenture  but will
                                        not  be  adjusted  for  any   contingent
                                        additional   principal   or   contingent
                                        interest that may become payable.

                                        The  ability  to  surrender   notes  for
                                        conversion  will  expire at the close of
                                        business on July 31, 2032.

Ranking.............................    The  notes  are the  joint  and  several
                                        senior unsecured  obligations of each of
                                        the  issuers  and rank equal in right of
                                        payment  to  all  of  their   respective
                                        existing  and  future  senior  unsecured
                                        indebtedness.  The notes are effectively
                                        subordinated  to all existing and future
                                        obligations   of  Omnicom  Group  Inc.'s
                                        operating subsidiaries,  including trade
                                        payables  and to  any  and  all  secured
                                        obligations  of  the  issuers  that  are
                                        secured, to the extent of the security.

                                        As of September 30, 2003,  Omnicom Group
                                        Inc.    had    $2,589.0    million    of
                                        indebtedness  outstanding,  all of which
                                        is unsecured.  Of this amount,  $2,517.0
                                        million represents direct obligations of
                                        the issuers and $72.0 million represents
                                        indebtedness  of  Omnicom  Group  Inc.'s
                                        operating subsidiaries, $34.1 million of
                                        which is  guaranteed  by  Omnicom  Group
                                        Inc.

Guarantee...........................    Omnicom   Group   Inc.   has  fully  and
                                        unconditionally    guaranteed    Omnicom
                                        Capital's    and    Omnicom    Finance's
                                        obligations  with  respect to the notes.
                                        The  guarantee  is the senior  unsecured
                                        obligation of Omnicom Group Inc.

Redemption of Notes at
the Option of the Issuers ..........    Under the indenture, the notes may not
                                        be redeemed before July 31, 2007, except
                                        as set forth under "Description of the
                                        Notes -- Purchase at Option of Holders
                                        upon a Change in Control of Omnicom
                                        Group Inc." beginning on page 23. On or
                                        after July 31, 2007 and before July 31,
                                        2022, all or any portion of the notes
                                        may be redeemed at any time by the
                                        issuers at a price of $1,000 per $1,000
                                        face amount of the notes. On or after
                                        July 31, 2022, all or any portion of the
                                        notes may be redeemed at any time by the
                                        issuers at a price equal to the sum of
                                        $1,000 per $1,000 face amount of the
                                        notes plus any contingent additional
                                        principal that has accrued to the date
                                        of redemption. On August 1, 2003,
                                        Omnicom Group Inc. announced that it
                                        extended the commencement of the period
                                        during which the notes may be redeemed
                                        from July 31, 2007 to July 31, 2009.

--------------------------------------------------------------------------------


                                       5
<PAGE>

--------------------------------------------------------------------------------

Purchase of the Notes at the
Option of the Holder................    On each  July 31, or if July 31 is not a
                                        business  day,  the next  business  day,
                                        through  July  31,  2031,   holders  may
                                        require the issuers to purchase all or a
                                        portion of their notes, at the following
                                        prices:

                                            (1) through but not  including  July
                                                31,  2022,  at a price of $1,000
                                                per  $1,000  face  amount of the
                                                notes; and

                                            (2) for July 31,  2022  through  and
                                                including  July 31,  2031,  at a
                                                price of $1,000 per $1,000  face
                                                amount  of the  notes  plus  any
                                                accrued  contingent   additional
                                                principal  that has  accrued  to
                                                the date of purchase.

                                        The   issuers  may  choose  to  pay  the
                                        purchase price in cash, shares of common
                                        stock  of  Omnicom   Group  Inc.   or  a
                                        combination  of cash and common stock of
                                        Omnicom Group Inc.  Payment will be made
                                        on the fourth business day following the
                                        purchase  date.  The  issuers  may  also
                                        elect, at their option,  to offer a cash
                                        payment to the  holders as an  incentive
                                        not to  exercise  their right to require
                                        the issuers to purchase their notes. See
                                        "Description of the Notes -- Purchase of
                                        Notes  at  the  Option  of  the  Holder"
                                        beginning on page 20.

Change in Control of
Omnicom Group Inc...................    If Omnicom Group Inc. undergoes a change
                                        in control on or before  July 31,  2007,
                                        holders   may  require  the  issuers  to
                                        purchase  for cash all or a  portion  of
                                        their  notes at a price  equal to $1,000
                                        per $1,000 face amount of the notes.  In
                                        addition,  if at least  90% of the notes
                                        outstanding  immediately  prior  to  the
                                        change in  control  are  purchased,  the
                                        issuers  may,  within 90 days  after the
                                        change  in  control  purchase  date,  at
                                        their option, redeem for cash all of the
                                        remaining  notes  at the  same  purchase
                                        price.  See  "Description of the Notes--
                                        Purchase  at  Option  of  Holders   upon
                                        Change in Control of Omnicom Group Inc."
                                        beginning on page 23.

DTC Eligibility.....................    The notes were  issued  only in the form
                                        of global  securities held in book-entry
                                        form.  DTC or its  nominee  will  be the
                                        sole  registered  holder  of  the  notes
                                        represented by a global security for all
                                        purposes under the indenture. Beneficial
                                        interests in any such securities will be
                                        shown on, and transfers will be effected
                                        only through,  records maintained by DTC
                                        and its direct and indirect participants
                                        and  any  such   interest   may  not  be
                                        exchanged for  certificated  securities,
                                        except  in  limited  circumstances.  See
                                        "Description  of the Notes--  Book-Entry
                                        System" on page 15.

Use of Proceeds.....................    The   issuers   will  not   receive  any
                                        proceeds  from the  sale by any  selling
                                        securityholder   of  the  notes  or  the
                                        common  stock  of  Omnicom   Group  Inc.
                                        issuable    upon    conversion    and/or
                                        redemption of the notes.

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                                       6
<PAGE>

--------------------------------------------------------------------------------

Trading.............................    The notes sold in the private placements
                                        are  eligible  for trading in the PORTAL
                                        system.  The  notes  resold  using  this
                                        prospectus,  however,  will no longer be
                                        eligible   for  trading  in  the  PORTAL
                                        system.  The  issuers  do not  intend to
                                        list  the  notes on any  other  national
                                        securities    exchange   or    automated
                                        quotation  system.  Omnicom Group Inc.'s
                                        common  stock is  traded on the New York
                                        Stock Exchange under the symbol "OMC."

--------------------------------------------------------------------------------


                                       7
<PAGE>

                                  RISK FACTORS

      You should carefully consider the following information with the other
information contained in or incorporated by reference into this prospectus
before purchasing the notes or the common stock of Omnicom Group Inc. issuable
upon conversion of the notes.

The Lack of Covenants Applicable to the Notes May Not Afford Protection Under
Some Circumstances

      The holders of notes may require the issuers to purchase the notes upon
the occurrence of certain change-in-control events described under "Description
of the Notes -- Purchase at Option of Holders upon Change in Control of Omnicom
Group Inc." beginning on page 23. However, Omnicom Group Inc. could, in the
future, enter into certain transactions, including certain recapitalizations,
that would not constitute a change in control with respect to the change in
control purchase feature of the notes but that would increase the amount of
Omnicom Group Inc.'s outstanding indebtedness. This purchase right would also
not restrict Omnicom Group Inc. from incurring indebtedness or effecting
extraordinary dividends. Further, the notes do not afford a holder protection
under maintenance or other covenants relating to Omnicom Group Inc.'s
consolidated financial position or results of operations.

An Active Trading Market for the Notes May Not Develop

      There is currently no active public market for the notes. The notes will
not be listed on any securities exchange or included in any automated quotation
system. If the notes are traded, they may trade at a discount, depending on
prevailing interest rates, the market for similar securities, the price of
common stock of Omnicom Group Inc., Omnicom Group's performance and other
factors. The issuers do not know whether an active trading market will develop
for the notes. To the extent that an active trading market does not develop, the
price at which you may be able to sell the notes, if at all, may be less than
the price you pay for them. In addition, the notes have a number of features,
including conditions to conversion, which, if not met, could result in a holder
receiving less than the value of the Omnicom Group Inc. common stock into which
a note is otherwise convertible. These features could adversely affect the value
and the trading prices for the notes.

Omnicom Group Inc.'s Holding Company Structure Results in Structural
Subordination and May Affect the Issuers' Ability to Make Payments on the Notes

      The notes are the joint and several obligations exclusively of the
issuers. Omnicom Group Inc. is a holding company and, accordingly, substantially
all of its operations are conducted through its operating subsidiaries. Omnicom
Capital and Omnicom Finance are wholly-owned subsidiaries of Omnicom Group Inc.
Their respective assets consist of the intercompany loans they make or have made
to Omnicom Group Inc.'s operating subsidiaries and related interest receivables.
As a result, the issuers' cash flow and their ability to make payments on their
respective debt, including the notes, are dependent upon the earnings of these
operating subsidiaries. Omnicom Group Inc. is dependent on the distribution of
earnings, loans or other payments by the operating subsidiaries to it to service
its obligations in respect of the notes and its other debt. In addition, as a
finance subsidiary, to service debt each of Omnicom Capital and Omnicom Finance
is also dependent on the earnings of the operating subsidiaries, the sale of
certain assets of the operating subsidiaries and ability of the operating
subsidiaries to repay principal and interest on the intercompany loans.

      Omnicom Group Inc.'s operating subsidiaries are separate and distinct
legal entities. These subsidiaries have no obligation to pay any amounts due on
the notes or to provide the issuers with funds for their respective payment
obligations, whether by dividends, distributions, loans or other payments. In
addition, any payment or repayment of dividends, distributions, loans or
advances by these operating subsidiaries to the issuers could be subject to
statutory or contractual restrictions. Payments to the issuers by the operating
subsidiaries will also be contingent upon the operating subsidiaries' earnings
and business considerations.

      Because of this structure, the claims of creditors of Omnicom Group Inc.'s
operating subsidiaries will have a priority over equity rights of Omnicom Group
Inc. and the rights of its creditors, including the holders of notes, to
participate in the assets of the subsidiary upon the subsidiary's liquidation.
Although Omnicom Capital's and Omnicom Finance's respective loans to the
operating subsidiaries are secured by the assets of


                                       8
<PAGE>

those subsidiaries, the rights of Omnicom Capital and Omnicom Finance and their
respective creditors, including holders of the notes, to participate in the
assets of the operating subsidiaries will depend upon the amount of loans and
security for those loans on the relevant date of determination. The amount of
loans outstanding from Omnicom Capital and Omnicom Finance to the operating
subsidiaries, and the value of the collateral securing the loans, may not be
sufficient to assure repayment in full to all of Omnicom Capital's or Omnicom
Finance's respective creditors. The loans or the security for such loans could
also be invalidated in whole or in part in any liquidation or reorganization.

You Should Consider the United States Federal Income Tax Consequences of Owning
the Notes

      The notes constitute contingent payment debt instruments and therefore
accrue tax original issue discount. As a result, you will be required to include
amounts in income, as ordinary income, in advance of the receipt of the cash, or
other property, attributable to that income. You should be aware that, even
though the issuers will not pay any interest on the notes, other than any
contingent cash interest that may become payable, and the notes will not be
nominally issued at a discount, you will be required to include accrued tax
original issue discount in your gross income for United States federal income
tax purposes. The issuers intend to compute and report accruals of the tax
original issue discount based upon a yield of 6.69% per year, computed on a
semiannual bond equivalent basis, which the issuers have determined represents
the yield the issuers would pay on noncontingent, nonconvertible, fixed-rate
debt with terms otherwise similar to the notes. The specific yield, however, is
not entirely clear. If the issuers' determination of the comparable yield were
successfully challenged by the IRS, the redetermined yield could be materially
greater or less than the comparable yield which the issuers have determined.

      In accordance with the issuers' application of the contingent payment debt
tax regulations, you will also recognize gain or loss on the sale, exchange,
conversion or redemption of a note in an amount equal to the difference between
the amount realized, including the fair market value of any common stock of
Omnicom Group Inc. received, and your adjusted tax basis in the note. Any gain
recognized by you generally will be ordinary interest income; any loss will be
ordinary loss to the extent of the interest previously included in income and,
thereafter, capital loss. Holders should consult their own tax advisors
regarding the deductibility of a capital loss.

      A summary of the federal income tax consequences of ownership of the notes
is described in this prospectus under the heading "Federal Income Tax
Considerations" beginning on page 30.

The Issuers May Not Have the Ability or the Funds Necessary to Finance the
Purchase at the Option of the Holder or the Change in Control of Omnicom Group
Inc. and the Amount You Receive Upon Redemption, Purchase or a Change of Control
of Omnicom Group Inc. May Be Less Than What You Paid for the Notes

      On each July 31, or if July 31 is not a business day, the next business
day, through and including July 31, 2031, and upon a change in control of
Omnicom Group Inc. occurring on or before July 31, 2007, holders of the notes
have the right to require the issuers to purchase their notes. The issuers have
the right to elect to pay the purchase price in shares of common stock of
Omnicom Group Inc. and to designate a financial institution to satisfy, at the
issuers' option, their purchase obligation. However, if the issuers fail or are
unable to elect to pay in Omnicom Group Inc. common stock or to so designate a
financial institution, the issuers may not have sufficient funds at those times
to make any required purchase of notes. In addition, the issuers may not have
the funds available to repay the notes at maturity or upon acceleration
following an event of default. Even if the issuers do have funds available,
other agreements to which they are subject may prohibit the payments and the
indenture prohibits them from making a purchase of notes with cash during any
time that an event of default has happened and is continuing.

      Furthermore, the notes were sold by the initial purchasers in the private
placements at a premium to the initial principal amount at maturity. As a
result, at maturity or at any time that you elect to have the issuers, or any
financial institution the issuers may designate, purchase your notes, you will
receive a cash payment in an amount less than you originally paid for the notes
unless contingent additional principal has accrued in an


                                       9
<PAGE>

amount sufficient to equal the amount paid by you for the notes at the time of
such purchase. See "Description of the Notes -- Purchase of the Notes at Option
of Holder" beginning on page 20 and "-- Purchase at Option of Holders Upon
Change in Control of Omnicom Group Inc." beginning on page 23.

      The Markets in Which Omnicom Group Participates are Highly Competitive
and, If Omnicom Group Is Not Able to Compete Effectively, Its Business and
Financial Results Could Be Adversely Affected.

      Omnicom Group faces the risks normally associated with global services
businesses. The operational and financial performance of its businesses is
generally tied to overall economic and regional market conditions, competition
for client assignments and talented staff, new business wins and losses and the
risks associated with extensive international operations. While Omnicom Group
has no reason to believe that its international operations as a whole present
any material risk to its overall business, there are some risks of doing
business, including those of currency fluctuations, political instability and
exchange controls, which do not affect domestic-focused firms.

      The particular business in which Omnicom Group participates are highly
competitive. In general, the financial and technological barriers to entry are
low, with the key competitive considerations for keeping existing business and
winning new business being the quality and effectiveness of the services
offered, including Omnicom Group's ability to efficiently serve clients,
particularly large international clients, on a broad geographic basis. While
many of Omnicom Group's client relationships are long-standing, companies often
put their advertising, marketing services and public and corporate
communications business up for competitive review from time to time. To the
extent that Omnicom Group were not able to remain competitive or to keep key
clients, its business and financial results could be adversely affected.

      Omnicom Group's ability to retain existing clients and to attract new
clients may, in some cases, be limited by clients' policies on or perceptions of
conflicts of interest arising out of other client relationships. In addition, an
important aspect of Omnicom Group's competitiveness is its ability to retain key
employee and management personnel. Omnicom Group's continuing ability to attract
and retain these employees may have a material effect on its business and
financial results.

                          FORWARD-LOOKING INFORMATION

      Some of the statements in this prospectus and documents incorporated by
reference constitute forward-looking statements. These statements relate to
future events or future financial performance and involve known and unknown
risks, uncertainties and other factors that may cause Omnicom Group's or its
industry's actual results, levels of activity, performance or achievements to be
materially different from those expressed or implied by any forward-looking
statements. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "could," "would," "should," "expect," "plan,"
"anticipate," "intend," "believe," "estimate," "predict," "potential" or
"continue" or the negative of those terms or other comparable terminology. These
statements are only present expectations. Actual events or results may differ
materially. Moreover, the issuers do not, nor does any other person, assume
responsibility for the accuracy and completeness of those statements.


                                       10
<PAGE>

             SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION

      The following table sets forth selected consolidated financial data for
Omnicom Group Inc. and its consolidated subsidiaries and should be read in
conjunction with the consolidated financial statements of Omnicom Group Inc.
incorporated into this prospectus by reference. The information for the nine
months ended September 30, 2003 and 2002 was derived from the unaudited
financial data included in Omnicom Group Inc.'s Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2003 which, in the opinion of
management, includes all adjustments, consisting of normal recurring
adjustments, which Omnicom Group Inc. considers necessary for a fair
presentation, in all material respects, of its financial position and results of
operations for these periods. The results for the nine months ended September
30, 2003 are not necessarily indicative of the results to be expected for the
fiscal year ended December 31, 2003. The information for the years ended
December 31, 2002, 2001, 2000, 1999 and 1998 was derived from Omnicom Group
Inc.'s audited financial statements. Omnicom Group Inc.'s financial statements
for the year ended December 31, 2002 were audited by KPMG LLP, whom Omnicom
Group Inc. appointed as its independent auditors as of June 13, 2002. Omnicom
Group Inc.'s financial statements for the years ended December 31, 2001, 2000,
1999 and 1998 were audited by Omnicom Group Inc.'s former independent auditors,
Arthur Andersen LLP. Arthur Andersen has ceased auditing public companies in the
United States.

<TABLE>
<CAPTION>
                                        Nine months ended
                                           September 30,                              Year ended December 31,
                                     -------------------------   -------------------------------------------------------------------
                                         2003         2002          2002          2001          2000          1999          1998
                                     -----------   -----------   -----------   -----------   -----------   -----------   -----------
                                                               (Dollars in thousands except for per share amounts)
<S>                                  <C>           <C>           <C>           <C>           <C>           <C>           <C>
For the period:
  Revenue ........................   $ 6,115,356   $ 5,417,454   $ 7,536,299   $ 6,889,406   $ 6,154,230   $ 5,130,545   $ 4,290,946
  Operating profit ...............       794,411       770,740     1,104,115       968,184       878,090       724,130       562,207
  Income after income taxes ......       500,381       476,343       697,987       543,257       542,477       400,461       302,705
  Net income .....................       454,601       441,985       643,459       503,142       498,795       362,882       278,845
  Earnings per common share
    Basic ........................          2.43          2.37          3.46          2.75          2.85          2.07          1.61
    Diluted ......................          2.42          2.36          3.44          2.70          2.73          2.01          1.57
Dividends declared per
  common share ...................          0.60          0.60          0.80         0.775          0.70         0.625         0.525
At period end:
  Cash and short-term
    investments ..................       587,712       392,643       695,881       516,999       576,539       600,949       717,391
  Total assets ...................   $12,680,697   $11,222,307   $11,819,802   $10,617,414   $ 9,853,707   $ 9,017,637   $ 7,121,968
  Long-term obligations:
    Long-term debt ...............       185,014       758,709       197,861       490,105     1,015,419       263,149       268,913
    Convertible notes ............     2,339,310     1,750,000     1,747,037       850,000       229,968       448,483       448,497

    Deferred compensation and
      other liabilities ..........       328,525       306,876       293,638       296,980       296,921       300,746       269,966
</TABLE>

      As discussed in footnote 13 of the notes to Omnicom Group Inc.'s
consolidated financial statements for the year ended December 31, 2002, and as
required by Statement of Financial Accounting Standards (SFAS) No. 142 --
"Goodwill and Other Intangibles," beginning with Omnicom Group Inc.'s 2002
results, goodwill and other intangible assets that have indefinite lives are no
longer amortized. In the table that follows, Omnicom Group Inc.'s historical
results for periods prior to 2002 have been adjusted to eliminate goodwill
amortization for all periods, as well as a non-recurring gain on the sale of
Razorfish shares in 2000, and the related tax impacts. As a result of these
exclusions, this presentation is a non-GAAP financial measure. Omnicom Group
Inc. believes that by excluding these items, its financial results are more
comparable year to year and thus more meaningful for purposes of this analysis.
Omnicom Group Inc.'s consolidated results of operations with these adjustments
were as follows:

<TABLE>
<CAPTION>
                                                Nine months ended
                                                  September 30,                            Year ended December 31,
                                            -------------------------   ------------------------------------------------------------
                                                2003          2002         2002         2001        2000         1999         1998
                                            -----------   -----------   -----------   ---------   ---------    ---------   ---------
                                                                (Dollars in thousands except for per share amounts)
<S>                                         <C>           <C>           <C>           <C>         <C>          <C>         <C>
As adjusted:
  Net income, GAAP ......................   $   454,601   $   441,985   $   643,459   $ 503,142   $ 498,795    $ 362,882   $ 278,845
  Add-back goodwill
    amortization net of
    income taxes ........................            --            --            --      83,066      76,518       66,490      54,112
  Less: gain on sale
    of Razorfish shares,
    net of income taxes .................            --            --            --          --     (63,826)          --          --
  Net income, excluding
    goodwill amortization
    and Razorfish gain ..................   $   454,601   $   441,985   $   643,459   $ 586,208   $ 511,487    $ 429,372   $ 332,957
  Earnings per common share,
    excluding goodwill
    amortization and
    Razorfish gain
    Basic ...............................          2.43          2.37          3.46        3.21        2.93         2.45        1.92
    Diluted .............................          2.42          2.36          3.44        3.13        2.80         2.36        1.87
</TABLE>


                                       11
<PAGE>

RATIO OF EARNINGS TO FIXED CHARGES

      The following table shows the ratio of earnings to fixed charges for
Omnicom Group Inc. and its consolidated subsidiaries for the nine months ended
September 30, 2003 and 2002 and each of the five most recent fiscal years.

   Nine months ended
     September 30,                     Year ended December 31,
   -----------------     --------------------------------------------------
    2003       2002       2002       2001       2000       1999       1998
   ------     ------     ------     ------     ------     ------     ------
    5.62x      5.80x      6.45x      4.82x      4.83x      4.44x      4.03x

      The ratio of earnings to fixed charges is computed by dividing fixed
charges into earnings before income taxes plus fixed charges. Fixed charges
consist of interest expense and that portion of net rental expense deemed
representative of interest. Effective January 1, 2002 Omnicom Group Inc. stopped
recording goodwill amortization expense as required by SFAS No. 142.

      The ratios shown for years ended December 31, 1998 through 2001, include
goodwill amortization expense.

                                 USE OF PROCEEDS

      The issuers will not receive any proceeds from the sale by any
securityholder of the notes or the Omnicom Group Inc. common stock issuable upon
conversion and/or redemption of the notes. See "Selling Securityholders"
beginning on page 34.

                PRICE RANGE OF COMMON STOCK AND DIVIDEND HISTORY

      Omnicom Group Inc.'s common stock is traded on the New York Stock Exchange
under the symbol "OMC." The table below shows the range of quarterly high and
low closing sale prices per share reported on the New York Stock Exchange
Composite Tape for Omnicom Group Inc.'s common stock for the periods indicated
and the average closing sale price per share and the dividends paid per share on
Omnicom Group Inc.'s common stock for such periods. The last reported sale price
per share on February 20, 2004 was $79.13.

<TABLE>
<CAPTION>
                                                                     Omnicom Common Stock
                                                                    ----------------------     Average Last     Dividends
                                                                     High            Low        Sale Price      Per Share
                                                                    -------        -------      ----------      ---------
<S>                                                                 <C>            <C>            <C>            <C>
2002:
First Quarter ..................................................    $ 97.21        $ 85.10        $ 90.10        $ 0.200
Second Quarter .................................................      94.80          44.30          81.43          0.200
Third Quarter ..................................................      64.89          40.74          55.35          0.200
Fourth Quarter .................................................      69.16          50.67          62.19          0.200

2003:
First Quarter ..................................................    $ 67.72        $ 48.50        $ 57.56        $ 0.200
Second Quarter .................................................      75.25          54.65          66.27          0.200
Third Quarter ..................................................      80.97          71.05          75.01          0.200
Fourth Quarter .................................................      87.48          72.49          79.74          0.200

2004:
First Quarter (through February 20, 2004) ......................    $ 88.70        $ 79.13        $ 84.45        $    --
</TABLE>

      The payment of dividends by Omnicom Group Inc. in the future will be
determined by its board of directors and will depend on business conditions,
Omnicom Group's financial condition and earnings and other factors.

      Omnicom Group Inc. is not aware of any restrictions on its present or
future ability to pay dividends. However, under the terms of some of its
borrowing facilities, certain financial tests must be satisfied in order to pay
dividends.

      Omnicom Group Inc. has one billion authorized shares of common stock, par
value $0.15 per share, of which 190.5 million shares were outstanding on January
30, 2004.


                                       12
<PAGE>

                                 CAPITALIZATION

      The following table sets forth Omnicom Group Inc.'s consolidated
capitalization as of September 30, 2003. You should read this table in
conjunction with Omnicom Group Inc.'s financial statements and related notes and
other financial and operating data included elsewhere in or incorporated by
reference into this prospectus.

                                                              September 30, 2003
                                                              ------------------
                                                                (in thousands)
Current liabilities:
  Accounts payable ........................................      $  4,468,728
  Advance billings ........................................           707,374
  Current portion of long-term debt .......................            11,810
  Bank loans ..............................................            52,873
  Accrued taxes and other liabilities .....................         1,280,590
                                                                 ------------
  Total current liabilities ...............................         6,521,375
                                                                 ------------
Long-term debt ............................................           185,014
Convertible Notes .........................................         2,339,310
Deferred compensation and other liabilities ...............           328,525
Minority interests ........................................           189,056
                                                                 ------------
  Total long-term indebtedness ............................         3,041,905
                                                                 ------------
Shareholders' equity:
  Common stock, 198,624,279
    shares issued, 189,978,523
    shares outstanding(1) .................................            29,790
  Additional paid-in capital ..............................         1,382,025
  Retained earnings .......................................         2,456,938
  Unamortized restricted stock ............................          (139,868)
  Accumulated other comprehensive loss ....................           (10,089)
  Treasury stock ..........................................          (601,379)
                                                                 ------------
    Total shareholders' equity ............................         3,117,417
                                                                 ------------
  Total liabilities and shareholders' equity ..............      $ 12,680,697
                                                                 ============

(1)   Outstanding common stock of Omnicom Group Inc. as of January 30, 2004 of
      190.5 million shares excludes 8.1 million shares reserved for issuance
      upon conversion of the notes, 5.8 million shares reserved for issuance
      upon conversion of the $600.0 Zero Coupon Zero Yield Convertible Notes due
      2033, 7.7 million shares reserved for issuance upon conversion of the
      $847.0 million Liquid Yield Option Notes due 2031, and the shares reserved
      for issuance under Omnicom Group Inc.'s outstanding option grants.


                                       13
<PAGE>

                            DESCRIPTION OF THE NOTES

      Omnicom Group Inc. issued the notes under a senior indenture dated March
6, 2002 between it and JPMorgan Chase Bank, as trustee. On February 13, 2004,
Omnicom Capital and Omnicom Finance, wholly-owned finance subsidiaries of
Omnicom Group Inc., each became a co-issuer and co-obligor, jointly and
severally, with Omnicom Group Inc. of the notes pursuant to a supplemental
indenture between JPMorgan Chase Bank, as trustee, Omnicom Group Inc., Omnicom
Capital and Omnicom Finance. The following summarizes the material provisions of
the notes and the indenture, as amended by the supplemental indenture. The
following summary is not complete and is subject to, and qualified by reference
to, all of the provisions of the notes and the indenture as so amended.

      The indenture does not contain any financial covenants or any restrictions
on the payment of dividends or the issuance or purchase of the issuers'
securities. The indenture contains no covenants or other provisions to give
protection to the holders of the notes in the event of a highly leveraged
transaction or a change in control, except to the extent described under "--
Purchase at Option of Holders upon Change in Control Omnicom Group Inc"
beginning on page 23.

General

      Under the indenture, the notes are limited to $900,000,000 aggregate
initial principal amount at maturity. There are currently $892,273,000 notes
outstanding. The notes will mature July 31, 2032. Before July 31, 2022, the
principal amount at maturity of a note will be equal to $1,000 per $1,000 face
amount of notes originally issued. On or after July 31, 2022, if, for the last
20 trading days preceding July 31, 2022, the average conversion value per $1,000
face amount of notes is greater than $1,000 but less than or equal to $2,200,
then the principal amount at maturity of that $1,000 face amount of notes will
be equal to the lesser of the conversion value on July 31, 2022 and $2,000. If
the conversion value exceeds $2,200 then the principal amount at maturity will
equal $1,000 per $1,000 face amount of notes.

      For purposes of the notes and the indenture, the difference between the
$1,000 initial principal amount at maturity of a note and the principal amount
at maturity, as determined in accordance with the prior paragraph, is known as
contingent additional principal. If contingent additional principal becomes
payable, it will accrue from and including July 31, 2022 until maturity.
Contingent additional principal will be calculated on a semi-annual bond
equivalent basis, using a 360-day year composed of twelve 30-day months.

      The conversion value of a note as of any date of determination will equal
the sale price per share of common stock of Omnicom Group Inc. on the
determination date multiplied by the number of shares of common stock of Omnicom
Group Inc. then issuable upon conversion of each $1,000 face amount of notes.

      Principal on the notes will be payable at the office of the paying agent,
which initially will be an office or agency of the trustee, or an office or
agency maintained by the issuers for that purpose, in the Borough of Manhattan,
The City of New York.

      The issuers will not pay any cash interest on the notes except in the
limited circumstance described below under "-- Contingent Cash Interest"
beginning on page 19 or if the issuers elect to do so in their sole discretion.
Each note was originally issued at a face amount of $1,000 per note.

      Any and all contingent additional principal and contingent cash interest
otherwise payable on a note will cease to accrue on that note upon maturity,
conversion, purchase by the issuers at the option of the holder or redemption of
the note. The issuers may not reissue a note that has matured or been converted,
purchased by the issuers at your option, redeemed or otherwise cancelled.

      Notes may be presented for exchange or registration of transfer at the
office of the registrar. The registrar will initially be the trustee. The
issuers will not charge a service fee for any exchange or registration of
transfer of notes. However, the issuers may require the holder to pay any tax,
assessment or other governmental charge payable as a result of such transfer or
exchange.

      Because the issuers sold the notes to the initial purchasers, and the
initial purchasers resold the notes, at a higher price than the initial
principal amount at maturity, you may receive less than you originally paid to
purchase notes at maturity or upon redemption or repurchase as described below.


                                       14
<PAGE>

Ranking of the Notes

      The notes are the joint and several senior unsecured obligations of
Omnicom Group Inc., Omnicom Capital and Omnicom Finance. The notes rank equal in
right of payment to all of the issuers' respective existing and future senior
unsecured indebtedness. However, Omnicom Group Inc. is a holding company and
Omnicom Capital and Omnicom Finance are finance subsidiaries. As finance
subsidiaries, their respective assets consist of the intercompany loans they
make or have made to Omnicom Group's operating subsidiaries and the related
interest receivables. As a result, the notes are effectively subordinated to all
existing and future obligations of Omnicom Group Inc.'s operating subsidiaries,
including trade payables, and to the issuers' respective obligations that are
secured, to the extent of the security.

      As of September 30, 2003, Omnicom Group had $2,589.0 million of
indebtedness outstanding, all of which is unsecured. Of this amount, $2,517.0
million represents direct obligations of the issuers and $72.0 million
represents indebtedness of Omnicom Group Inc.'s operating subsidiaries of which
$34.1 million is guaranteed by Omnicom Group Inc.

Guarantee

      The obligations of Omnicom Capital and Omnicom Finance under the notes are
fully and unconditionally guaranteed on a senior unsecured basis by Omnicom
Group Inc. The guarantee is senior in right of payment to all subordinated debt
of Omnicom Group Inc. and its subsidiaries and equal in right of payment to all
of Omnicom Group Inc.'s other senior unsecured indebtedness, including the
notes.

Yield to Maturity; Tax Original Issue Discount

      The yield to maturity, calculated on the basis of the initial principal
amount at maturity and therefore excluding any contingent cash interest or
contingent additional principal that may become payable, will be zero. In
addition, the yield to maturity for a particular purchaser of the notes will be
negative if the price paid by the purchaser exceeds $1,000 per $1,000 face
amount of the notes. If contingent cash interest and/or contingent additional
principal becomes payable, the yield to maturity may increase.

      Although the notes were not originally offered at a discount, the notes
constitute contingent debt instruments. As a result, the notes are deemed to
have been issued with original issue discount for United States federal income
tax purposes, referred to as tax original issue discount. You should be aware
that, even though the issuers will not pay any interest on the notes other than
any contingent cash interest that may become payable and the notes will not be
nominally issued at a discount, you will be required to include accrued tax
original issue discount in your gross income for United States federal income
tax purposes. The issuers intend to compute and report accruals of the tax
original issue discount based upon a yield of 6.69% per year, computed on a
semiannual bond equivalent basis, which the issuers have determined represents
the yield they would pay on noncontingent, nonconvertible, fixed-rate debt with
terms otherwise similar to the notes.

      In accordance with the issuers' application of the contingent payment debt
tax regulations, you will also recognize gain or loss on the sale, exchange,
conversion or redemption of a note in an amount equal to the difference between
the amount realized, including the fair market value of any common stock of
Omnicom Group Inc. received, and your adjusted tax basis in the note. Any gain
recognized by you generally will be ordinary interest income; any loss will be
ordinary loss to the extent of the interest previously included in income and,
thereafter, capital loss. However, it is possible that deductions for capital
losses realized upon conversion or redemption for stock may not be allowed under
certain rules regarding recapitalizations.

      See "Federal Income Tax Considerations" beginning on page 30 for more
information and a summary of the resulting consequences from this treatment.

Book-Entry System

      The notes were only issued in the form of global securities held in
book-entry form. The Depository Trust Company, or its nominee, is the sole
registered holder of the notes for all purposes under the indenture. Owners of
beneficial interests in the notes represented by the global securities hold
their interests pursuant to the


                                       15
<PAGE>

procedures and practices of The Depository Trust Company. As a result,
beneficial interests in the notes are shown on, and may only be transferred
through, records maintained by The Depository Trust Company and its direct and
indirect participants and beneficial interests in the notes may not be exchanged
for certificated securities, except in limited circumstances. Owners of
beneficial interests must exercise any rights in respect of their interests,
including any right to convert or require purchase of their interests in the
notes, in accordance with the procedures and practices of The Depository Trust
Company. Beneficial owners are not holders and are not entitled to any rights
provided to the holder of notes under the global securities or the indenture.
The issuers and the trustee, and any of their respective agents, may treat The
Depository Trust Company as the sole holder and registered owner of the notes.

      Notes represented by a global security are exchangeable for certificated
securities with the same terms only if:

      o     The Depository Trust Company is unwilling or unable to continue as
            depositary or if The Depository Trust Company ceases to be a
            clearing agency registered under the Exchange Act and a successor
            depositary is not appointed by the issuers within 90 days,

      o     the issuers decide to discontinue use of the system of book-entry
            transfer through The Depository Trust Company, or any successor
            depositary, or

      o     a default under the indenture occurs and is continuing.

      The Depository Trust Company has advised the issuers that it is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act. The Depository Trust Company facilitates the settlement
of transactions among its participants through electronic computerized
book-entry changes in participants' accounts, eliminating the need for physical
movement of securities certificates. The Depository Trust Company's participants
include securities brokers and dealers, including the initial purchasers, banks,
trust companies, clearing corporations and other organizations, some of whom
and/or their representatives own The Depository Trust Company. Access to The
Depository Trust Company's book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.

Conversion Rights

      Holders may surrender notes for conversion into shares of common stock of
Omnicom Group Inc. only if at least one of the conditions described below is
satisfied. A note for which a holder has delivered a purchase notice or a change
in control purchase notice as described below requiring the issuers to purchase
the note may be surrendered for conversion only if the notice is withdrawn in
accordance with the terms of the indenture.

      The initial conversion rate is 9.09 of common stock of Omnicom Group Inc.
for each $1,000 face amount of notes originally issued. The conversion rate will
not be adjusted for any contingent additional principal or contingent cash
interest that may become payable. A holder of a note otherwise entitled to a
fractional share will receive cash in an amount equal to the value of the
fractional share based on the sale price, as defined below under "-- Purchase of
Notes at the Option of the Holder" beginning on page 20, on the trading day
immediately preceding the conversion date.

      If one or more of the conditions to conversion described below has been
met, the issuers will promptly notify the holders of notes and use their
reasonable best efforts to post this information on Omnicom Group Inc.'s web
site or, at their option, otherwise publicly disclose this information.

      The ability to surrender notes for conversion will expire at the close of
business on July 31, 2032.

Conversion Based on Common Stock Price

      Before July 31, 2022, holders may surrender a note for conversion during
any calendar quarter if, for the last 20 trading days in the preceding calendar
quarter, the average conversion value, calculated as described above under "--
General" on page 14, per $1,000 face amount of notes is greater than or equal to
the following amounts for the calendar quarters indicated:


                                       16
<PAGE>

        Quarter Ended                                                    Amount
        -------------                                                    ------
March 31, 2004 ......................................................    $1,600
June 30, 2004 .......................................................    $1,650
September 30, 2004 ..................................................    $1,700
December 31, 2004 ...................................................    $1,750
March 31, 2005 ......................................................    $1,800
June 30, 2005 .......................................................    $1,850
September 30, 2005 ..................................................    $1,900
December 31, 2005 ...................................................    $1,950
March 31, 2006 ......................................................    $2,000
June 30, 2006 .......................................................    $2,050
September 30, 2006 ..................................................    $2,100
December 31, 2006 ...................................................    $2,150
March 31, 2007 and thereafter .......................................    $2,200

If this condition is met at any time before July 31, 2022, then the notes will
be convertible at any time after the date on which the condition is first met,
at the option of the holder, through maturity.

      On or after July 31, 2022, holders may surrender a note for conversion
during any calendar quarter if, for the last 20 trading days in the preceding
calendar quarter, the average conversion value per $1,000 face amount of notes
is greater than or equal to 110% of the principal amount at maturity of the
note. If this condition is satisfied, then the notes will be convertible at any
time after the date on which the condition is met, at the option of the holder,
through maturity.

Conversion Based on Credit Ratings

      Holders may also surrender a note for conversion at the then-applicable
conversion rate at any time after the credit rating assigned to the notes is
reduced to Baa3 or lower by Moody's Investors Service, Inc. or BBB or lower by
Standard & Poor's Ratings Services. This event would not, however, result in an
adjustment of the number of shares of Omnicom Group Inc. issuable upon
conversion.

Conversion upon Notice of Redemption

      A holder may surrender for conversion a note called for redemption at any
time prior to the close of business on the second business day prior to the
redemption date, even if the note is not otherwise convertible at that time. A
note for which a holder has delivered a purchase notice or a change in control
purchase notice as described below requiring the issuers to purchase the note
may be surrendered for conversion only if the notice is withdrawn in accordance
with the terms of the indenture.

Conversion upon Occurrence of Specified Corporate Transactions

      If Omnicom Group Inc. elects to:

      o     distribute to all holders of its common stock rights entitling them
            to purchase, for a period expiring within 60 days, common stock at
            less than the sale price as defined below under "-- Purchase of
            Notes at the Option of the Holder" beginning on page 20 at the time,
            or

      o     distribute  to  all  holders  of  its  common  stock  assets,   debt
            securities  or other  rights to  purchase  its  securities,  and the
            distribution  has a per share  value as  determined  by its board of
            directors  exceeding 15% of the closing price of the common stock on
            the day preceding the declaration date for the distribution,

Omnicom Group Inc. must notify the holders of notes at least 20 days prior to
the ex-dividend date for the distribution. Once Omnicom Group Inc. has given
this notice, holders may surrender their notes for conversion at any time until
the earlier of the close of business on the business day prior to the
ex-dividend date or Omnicom Group Inc. announcement that the distribution will
not take place.


                                       17
<PAGE>

      In addition, if Omnicom Group Inc. is party to a consolidation, merger or
binding share exchange under which its common stock would be converted into
cash, securities or other property, a holder may surrender notes for conversion
at any time from and after the date which is 15 days prior to the anticipated
effective date for the transaction until 15 days after the actual effective date
of such transaction.

Conversion Rate Adjustments and Delivery of Common Stock of Omnicom Group Inc.

      The initial conversion rate is 9.09 of common stock of Omnicom Group Inc.
for each $1,000 face amount of notes originally issued. The conversion rate will
not be adjusted for any contingent additional principal or contingent cash
interest that may become payable.

      If contingent cash interest is payable to holders of notes during any
particular six-month period, and any notes are converted after the applicable
record date, those notes, upon surrender, must be accompanied by funds equal to
the amount of contingent cash interest payable on the principal amount of notes
so converted, unless those notes have been called for redemption, in which case
no payment will be required.

      The conversion rate is required to be adjusted for:

      o     dividends or distributions on Omnicom Group Inc.'s common stock
            payable in common stock or other capital stock of Omnicom Group
            Inc.,

      o     subdivisions, combinations or certain reclassifications of Omnicom
            Group Inc.'s common stock,

      o     distributions to all holders of Omnicom Group Inc.'s common stock of
            certain rights to purchase common stock of Omnicom Group Inc. for a
            period expiring within 60 days at less than the sale price at the
            time, and

      o     distributions to those holders of Omnicom Group Inc.'s assets or
            debt securities or certain rights to purchase its securities,
            excluding cash dividends or other cash distributions from current or
            retained earnings unless the annualized amount thereof per share
            exceeds 5% of the sale price of Omnicom Group Inc.'s common stock on
            the day preceding the date of declaration of the dividend or other
            distribution.

However, no adjustment will voluntarily be made if holders participate in the
transaction without conversion or in limited other cases as described in the
indenture. The indenture also permits Omnicom Group Inc. to voluntarily increase
the conversion rate from time to time at its option.

      If Omnicom Group Inc. is party to a consolidation, merger or binding share
exchange pursuant to which its common stock is converted into cash, securities
or other property, at the effective time of the transaction, the right to
convert a note into shares of Omnicom Group Inc.'s common stock will be changed
into a right to convert it into the kind and amount of securities, cash or other
property of Omnicom Group Inc. or of another person which the holder would have
received if the holder had converted the holder's note immediately prior to the
transaction. If the transaction also constitutes a "change in control," as
defined below, the holder will be able to require the issuers to purchase all or
a portion of its notes as described under "-- Purchase at Option of Holders upon
Change in Control of Omnicom Group Inc." beginning on page 23.

      In the event of:

      o     a taxable distribution to holders of common stock which results in
            an adjustment of the conversion rate, or

      o     an increase in the conversion rate at the issuers' discretion,

the holders of the notes may, in certain circumstances, be deemed to have
received a distribution subject to United States federal income tax as a
dividend. See "Federal Income Tax Considerations -- Constructive Dividend"
beginning on page 32.

      To convert a note into shares of common stock of Omnicom Group Inc., a
holder must:

      o     complete and manually sign the conversion notice on the back of the
            note or complete and manually sign a facsimile of the conversion
            notice and deliver the conversion notice to the conversion agent,

      o     surrender the note to the conversion agent,

      o     if required by the conversion agent, furnish appropriate
            endorsements and transfer documents, and


                                       18
<PAGE>

      o     if required, pay all transfer or similar taxes.

Under the indenture, the date on which all of these requirements have been
satisfied is the conversion date.

      Notes may be presented for conversion at the office of the conversion
agent, who will initially be the trustee.

      When a holder surrenders notes for conversion, the conversion agent may
first offer the notes to a financial institution chosen by the issuers for
exchange in lieu of conversion. The designated institution will have the option,
but not the obligation, unless separately agreed to by it and the issuers at the
time, to agree to exchange those notes for the number of shares of common stock
of Omnicom Group Inc. that the holder of those notes would have been entitled to
receive upon conversion, plus cash for any fractional shares. The issuers may,
but will not be obligated to, enter into a separate agreement with the financial
institution which would compensate it for this type of transaction. As soon as
practicable following the conversion date, the designated institution or Omnicom
Group Inc., as the case may be, will deliver through the conversion agent a
certificate for the number of full shares of common stock of Omnicom Group Inc.
into which any note is converted, together with any cash payment for fractional
shares. Delivery to the holder of the full number of shares of common stock into
which the note is convertible, together with any cash payment for such holder's
fractional shares, will be deemed to satisfy the issuers' respective obligations
to pay the principal amount at maturity of the note whether the delivery is made
by the issuers or by the designated institution. For a discussion of the tax
treatment of a holder receiving common stock of Omnicom Group Inc. upon
conversion, see "Federal Income Tax Considerations -- Disposition or Conversion"
on page 32.

Contingent Cash Interest

      The issuers will be required to pay contingent cash interest to the
holders of notes during any six-month period from August 1 to January 31, and
from February 1 to July 31, commencing August 1, 2007 if the average market
price per $1,000 face amount of notes for a five trading day measurement period
preceding the applicable six-month period equals or exceeds $1,200. For any
six-month period, the amount of contingent cash interest per note will be equal
to the amount of regular cash dividends paid by Omnicom Group Inc. per share on
its common stock multiplied by the number of shares then issuable upon
conversion of a note. Regular cash dividends are quarterly or other periodic
cash dividends on Omnicom Group Inc.'s common stock as declared by its board of
directors as part of its cash dividend payment practices and that are not
designated by them as extraordinary or special or other nonrecurring dividends.
As a result, if Omnicom Group Inc. does not pay regular cash dividends, holders
will not be entitled to any contingent cash interest.

      The payment of contingent cash interest is designed to enable holders of
the notes to receive the same current cash yield on the notes that they would
have received had they converted the notes into common stock of Omnicom Group
Inc. in the event that Omnicom Group Inc. pays dividends on its common stock. As
a result, if the conditions described above are met, contingent cash interest
will accrue and be payable to holders of notes as of the record date for the
related common stock dividend during the relevant six-month period. Payments of
contingent cash interest will be made on the payment date of the related common
stock dividend.

      Each five trading day measurement period will end on the second trading
day immediately preceding the applicable six-month period. However, if Omnicom
Group Inc. declares a dividend for which the record date will occur prior to the
applicable six-month period but for which the payment date will occur during the
applicable six-month period, the five trading day measurement period will
instead end on the second trading day immediately preceding that record date.

      For purposes of determining whether contingent cash interest is payable,
the market price of a note on any date of determination means the average of the
secondary market bid quotations per note obtained by the bid solicitation agent
for $10.0 million principal amount at maturity of notes at approximately 4:00
p.m., New York City time, on the determination date from three independent
nationally recognized securities dealers the issuers select, provided that if

      o     at least three such bids are not obtained by the bid solicitation
            agent, or

      o     in the issuers' reasonable judgment, the bid quotations are not
            indicative of the secondary market value of the notes,


                                       19
<PAGE>

then the market price of the note will equal the then applicable conversion rate
of the notes multiplied by the average sale price of Omnicom Group Inc.'s common
stock on the five trading days ending on the determination date, appropriately
adjusted.

      The bid solicitation agent will be initially JPMorgan Chase Bank. The
issuers may change the bid solicitation agent, but the bid solicitation agent
may not, under any circumstance, be an affiliate of the issuers. The bid
solicitation agent will solicit bids from securities dealers that are believed
by the issuers to be willing to bid for the notes.

      The issuers will determine every six months, commencing August 1, 2007,
whether the conditions to the payment of contingent cash interest have been
satisfied and, if so, the issuers will promptly notify the holders of notes
thereof and use their respective reasonable best efforts to post this
information on Omnicom Group Inc.'s web site or, at their option, otherwise
publicly disclose this information.

      Under the indenture, the issuers may also voluntarily pay contingent cash
interest or other amounts they are not obligated to pay, but the issuers have no
obligation to do so.

Redemption of Notes at the Option of the Issuers

      No sinking fund is provided for the notes. Under the indenture, the
issuers cannot redeem the notes before July 31, 2007, except as set forth under
"-- Purchase of Notes at Option of Holder upon Change in Control of Omnicom
Group Inc." beginning on page 23. On or after July 31, 2007 and before July 31,
2022, the issuers may, at their option, redeem all or any portion of the notes
for cash at any time at a redemption price of $1,000 per $1,000 face amount of
notes. On or after July 31, 2022, the issuers may redeem all or any portion of
the notes at a redemption price equal to the sum of $1,000 per $1,000 face
amount of notes plus any contingent additional principal that has accrued to the
date of redemption. On August 1, 2003, Omnicom Group Inc. announced that it
extended the commencement of the period during which the notes may be redeemed
from July 31, 2007 to July 31, 2009. The issuers will provide a notice of
redemption by mail to holders of notes at least 30 days and not more than 60
days in advance of any redemption.

      The notes will be redeemable in integral multiples of $1,000.

      If less than all of the outstanding notes are to be redeemed, the trustee
will select the notes to be redeemed. In this case, the trustee may select the
notes by lot, pro rata or by any other method the trustee considers fair and
appropriate. If a portion of a holder's notes is selected for partial redemption
and the holder converts a portion of the notes, the converted portion will be
deemed to be the portion selected for redemption.

Purchase of Notes at the Option of the Holder

      On each July 31, or if July 31 is not a business day, the next business
day, which date is referred to as the purchase date in this section, through
July 31, 2031, holders may require the issuers to purchase any outstanding note
for which the holder has properly delivered a written purchase notice, subject
to meeting additional conditions, including that the notice is not withdrawn by
the close of business on the next business day, at the following prices:

      o     through but not including July 31, 2022, at a purchase price equal
            to the face amount of the notes, and

      o     for July 31, 2022 through July 31, 2031, at a purchase price equal
            to the sum of the face amount of the notes plus any contingent
            additional principal that has accrued to the purchase date.

Holders may submit their notes for purchase to the paying agent at any time from
the opening of business on the date that is 20 business days prior to the
applicable purchase date until the close of business on the applicable purchase
date.

      The purchase price will be payable on the fourth business day following
the applicable purchase date in cash, shares of common stock of Omnicom Group
Inc. or a combination of cash and common stock of Omnicom Group Inc., at the
issuers' option. However, the issuers may also elect, at their option, to offer
a cash payment to the holders as an incentive not to exercise their right to
require the issuers to purchase their notes. Omnicom


                                       20
<PAGE>

Group Inc. has made one such offer as of the date of this prospectus. In
connection with that offer, Omnicom Group Inc. also announced that it would
extend the commencement of the period during which the notes can be redeemed
from July 31, 2007 to July 31, 2009 for those holders who elected not to
exercise such rights.

      When a holder surrenders the notes for purchase, the purchase agent may
first offer the notes to a financial institution chosen by the issuers to
purchase the notes. The designated financial institution will have the option,
but not the obligation, unless separately agreed to by it and the issuers at the
time, to purchase the notes at the applicable purchase price and in the form of
cash or common stock of Omnicom Group Inc. or both as the issuers may have
previously elected in the notice sent to holders described in the next
paragraph. The issuers may, but will not be obligated to, enter into a separate
agreement with the financial institution which would compensate it for the
transaction.

      The issuers will be required to give notice on a date not less than 20
business days prior to each applicable purchase date to all holders at their
addresses shown in the register of the registrar, and to beneficial owners as
required by applicable law, stating among other things:

      o     whether the purchase price will be paid in cash or common stock of
            Omnicom Group Inc. or any combination thereof, specifying the
            percentage of each,

      o     if the issuers elect to pay in common stock of Omnicom Group Inc.,
            the method of calculating the market price of such common stock, and

      o     the procedures that holders must follow to require the issuers to
            purchase their notes.

      Each holder electing to require the issuers to purchase notes is required
to give notice of its election to the paying agent no later than the close of
business on the applicable purchase date. The notice is required to state:

      o     the certificate numbers of the holder's notes to be delivered for
            purchase,

      o     the portion of the initial principal amount at maturity of notes to
            be purchased, which must be $1,000 or an integral multiple of
            $1,000, and

      o     that the notes are to be purchased pursuant to the applicable
            provisions of the notes.

      A holder may withdraw any purchase notice by delivering a written notice
of withdrawal to the paying agent prior to the close of business on the business
day following the date on which the purchase notice is required to be delivered.
The notice of withdrawal is required to state:

      o     the initial principal amount at maturity of the notes being
            withdrawn,

      o     the certificate numbers of the notes being withdrawn, and

      o     the initial principal amount at maturity, if any, of the notes that
            remain subject to the purchase notice.

      If the issuers elect to pay the purchase price, in whole or in part, in
shares of common stock of Omnicom Group Inc., the number of such shares of
common stock to be delivered by Omnicom Group Inc., or the designated
institution, as the case may be, will be equal to the portion of the purchase
price to be paid in common stock of Omnicom Group Inc. divided by the market
price of a share of common stock of Omnicom Group Inc.

      For this purpose, the "market price" of the common stock of Omnicom Group
Inc. means the average of the sale prices of the common stock for the five
trading days ending on the third business day prior to the applicable purchase
date, which is referred to as the measurement date, if the third business day
prior to the applicable purchase date is a trading day or, if not, then on the
last trading day prior to the measurement date. The price as determined will be
appropriately adjusted to take into account the occurrence, during the period
commencing on the first of the trading days during the relevant five trading day
period and ending on the purchase date, of any events that would result in an
adjustment of the conversion rate then in effect for the notes as described
above under "-- Conversion Rights beginning on page 16."

      The "sale price" of the common stock of Omnicom Group Inc. on any date
means the closing per share sale price, or if no closing sale price is reported,
the average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average ask prices, on that date as reported
in composite transactions


                                       21
<PAGE>

for the principal United States securities exchange on which the common stock is
then traded. If the common stock is not listed on a United States national or
regional securities exchange, then the issuers will use the prices as reported
by the National Association of Securities Dealers Automated Quotation System or
by the National Quotation Bureau Incorporated or otherwise as provided in the
indenture.

      Because the market price of the common stock of Omnicom Group Inc. is
determined prior to the applicable purchase date, holders of notes bear the
market risk with respect to the value of such common stock to be received from
the date the market price is determined to the purchase date. The issuers, or
the designated institution, as the case may be, may pay the purchase price or
any portion of the purchase price in common stock of Omnicom Group Inc. only if
the information necessary to calculate the market price is published in a daily
newspaper of national circulation.

      Upon determination of the actual number of shares of common stock of
Omnicom Group Inc. to be issued for each $1,000 face amount of notes, the
issuers will promptly notify the holders of notes and use their respective
reasonable best efforts to post this information on Omnicom Group Inc.'s web
site or, at their option, otherwise publicly disclose this information.

      The issuers, or the designated institution, as the case may be, will pay
cash based on the market price for all fractional shares of common stock of
Omnicom Group Inc. in the event the issuers elect to deliver common stock in
payment, in whole or in part, of the purchase price.

      In addition to the above conditions, the right of the issuers or the
designated institution, as the case may be, to purchase notes, in whole or in
part, with common stock of Omnicom Group Inc. is subject to Omnicom Group Inc.
satisfying various conditions, including:

      o     listing of such common stock on the principal United States
            securities exchange on which Omnicom Group Inc.'s common stock is
            then listed or, if not so listed, on Nasdaq,

      o     the registration of the common stock under the Securities Act and
            the Exchange Act, if required, and

      o     any necessary qualification or registration under applicable state
            securities law or the availability of an exemption from such
            qualification and registration.

      If these conditions are not satisfied with respect to any holder prior to
the close of business on the purchase date, the issuers, or the designated
institution, as the case may be, will be required to pay the purchase price of
the notes to that holder entirely in cash. See "Federal Income Tax
Considerations -- Disposition or Conversion" on page 32. Neither the issuers nor
the designated institution may change the form or components or percentages of
components of the consideration to be paid for the notes once the issuers have
given the notice that they are required to give to holders of notes, except as
described in the first sentence of this paragraph.

      In connection with any purchase offer, the issuers, or the designated
institution, as the case may be, will

      o     comply with the provisions of any tender offer rules under the
            Exchange Act which may then be applicable, and

      o     file a Schedule TO or any other required schedule under the Exchange
            Act, if required.

      The issuers' obligation, or the obligation of the designated institution,
as the case may be, to pay the purchase price for a note for which a purchase
notice has been delivered and not validly withdrawn is conditioned upon the
holder delivering the note, together with necessary endorsements, to the paying
agent at any time after delivery of the purchase notice. Payment of the purchase
price for the note will be made promptly following the later of the purchase
date or the time of delivery of the note.

      If on any purchase date, the notes are purchased in accordance with the
terms of the indenture, then, immediately after the purchase date, whether or
not the note is delivered to the paying agent, the holder exercising its right
to require the issuers to purchase such notes will cease to be entitled to any
contingent additional principal or conditional additional interest that may
become payable or then be accruing, and all other rights of that holder will
terminate, other than the right to receive the purchase price upon delivery of
the note.


                                       22
<PAGE>

      The issuers' ability to purchase notes may be limited by the terms of
their then-existing borrowing agreements.

      The issuers may not purchase any notes for cash at the option of holders
if an event of default with respect to those notes has occurred and is
continuing, other than a default in the payment of the purchase price with
respect to such notes.

Purchase at Option of Holders upon Change in Control of Omnicom Group Inc.

      In the event of a change in control of Omnicom Group Inc. occurring on or
prior to July 31, 2007, each holder will have the right, at the holder's option,
subject to the terms and conditions of the indenture, to require the issuers to
purchase for cash all or any portion of the holder's notes, at a price equal to
$1,000 per $1,000 face amount of notes. The issuers will be required to purchase
the notes as of the date that is 35 business days after the occurrence of such
change in control. This date is referred to as the "change in control purchase
date."

      In addition, if at least 90% in aggregate principal amount of the notes
outstanding immediately prior to the change of control of Omnicom Group Inc. are
purchased on the change in control purchase date, the issuers may, within 90
days following the change in control purchase date, at their option, redeem all
of the remaining notes at a redemption price equal to $1,000 per $1,000 face
amount of notes.

      Within 15 days after the occurrence of a change in control of Omnicom
Group Inc., the issuers must mail to the trustee and to all holders of notes at
their addresses shown in the register of the registrar and to beneficial owners
as required by applicable law a notice regarding the change in control, which
notice must state:

      o     the events causing the change in control of Omnicom Group Inc.,

      o     the date of the change in control,

      o     the last date on which a holder may exercise the purchase right,

      o     the change in control purchase price,

      o     the change in control purchase date,

      o     the name and address of the paying agent and the conversion agent,

      o     the conversion rate and any adjustments to the conversion rate,

      o     that notes with respect to which a change in control purchase notice
            is given by the holder may be converted, if otherwise convertible,
            only if the change in control purchase notice has been withdrawn in
            accordance with the terms of the indenture, and

      o     the procedures that holders must follow to exercise these rights.

      To exercise this right, the holder must deliver a written notice so as to
be received by the paying agent no later than the close of business on the third
business day prior to the purchase date. The required purchase notice upon a
change in control of Omnicom Group Inc. must state:

      o     the certificate numbers of the notes to be delivered by the holder,

      o     the initial principal amount at maturity of notes to be purchased,
            which must be $1,000 or an integral multiple of $1,000, and

      o     that the issuers are to purchase such notes pursuant to the
            applicable provisions of the notes.

      A holder may withdraw any change in control purchase notice by delivering
to the paying agent a written notice of withdrawal prior to the close of
business on the change in control purchase date. The notice of withdrawal must
state:

      o     the initial principal amount at maturity of the notes being
            withdrawn,

      o     the certificate numbers of the notes being withdrawn, and


                                       23
<PAGE>

      o     the initial principal amount at maturity, if any, of the notes that
            remain subject to a change in control purchase notice.

      The issuers' obligation to pay the change in control purchase price for a
note for which a change in control purchase notice has been delivered and not
validly withdrawn is conditioned upon delivery of the note, together with
necessary endorsements, to the paying agent at any time after the delivery of
such change in control purchase notice. Payment of the change in control
purchase price for such note will be made promptly following the later of the
change in control purchase date or the time of delivery of such note.

      If on any change in control purchase date, notes are purchased in
accordance with the terms of the indenture, then, immediately after the change
in control purchase date, whether or not the note is delivered to the paying
agent, the holder exercising its right to require the issuers to purchase such
notes will cease to be entitled to contingent additional principal or contingent
additional interest, if any, and all other rights of that holder shall
terminate, other than the right to receive the change in control purchase price
upon delivery of the note.

      Under the indenture, a "change in control" of Omnicom Group Inc. is deemed
to have occurred at such time as:

      o     any person, including its affiliates and associates, other than
            Omnicom Group Inc., its subsidiaries or their employee benefit
            plans, files a Schedule 13D or TO, or any successor schedules, forms
            or reports under the Exchange Act, disclosing that such person has
            become the beneficial owner of 50% or more of the voting power of
            Omnicom Group Inc.'s common stock or other capital stock into which
            Omnicom Group Inc.'s common stock is reclassified or changed, with
            limited exceptions, or

      o     any consolidation, merger or share exchange of Omnicom Group Inc.
            shall have been consummated under which the common stock would be
            converted into cash, securities or other property, in each case
            other than a consolidation, merger or share exchange of Omnicom
            Group Inc. in which the holders of Omnicom Group Inc.'s common stock
            immediately prior to the consolidation, merger or share exchange
            have, directly or indirectly, at least a majority of the total
            voting power in the aggregate of all classes of ordinary voting
            stock of the continuing or surviving corporation immediately after
            the consolidation, merger or share exchange.

      The indenture does not permit the issuers' respective boards of directors
to waive their respective obligations to purchase notes at the option of holders
in the event of a change in control of Omnicom Group Inc.

      In connection with any purchase offer in the event of a change in control
of Omnicom Group Inc., the issuers will:

      o     comply with the provisions of any tender offer rules under the
            Exchange Act which may then be applicable, and

      o     file a Schedule TO or any other required schedule under the Exchange
            Act, if required.

      The change in control purchase feature of the notes may in certain
circumstances make more difficult or discourage a takeover of Omnicom Group Inc.
The change in control purchase feature, however, is not the result of the
issuers' knowledge of any specific effort:

      o     to accumulate shares of common stock of Omnicom Group Inc.,

      o     to obtain control of Omnicom Group Inc. by means of a merger, tender
            offer, solicitation or otherwise, or

      o     part of a plan by management to adopt a series of anti-takeover
            provisions.

      Instead, the change in control purchase feature is a standard term
contained in other notes offerings that have been marketed by the initial
purchasers and other investment banks. The terms of the change in control
purchase feature resulted from negotiations between the initial purchasers and
Omnicom Group Inc.

      Omnicom Group Inc. could, in the future, enter into certain transactions,
including certain recapitalizations, that would not constitute a change in
control with respect to the change in control purchase feature of the notes but
that would increase the amount of its, or its subsidiaries', outstanding
indebtedness. See "Risk Factors -- The Lack of Covenants Applicable to the Notes
May Not Afford Protection Under Some Circumstances" on page 8.


                                       24
<PAGE>

      The issuers may not purchase notes at the option of holders upon a change
in control of Omnicom Group Inc. if there has occurred and is continuing an
event of default with respect to the notes, other than a default in the payment
of the change in control purchase price with respect to the notes.

Events of Default

      The following will be events of default for the notes:

      (1)   default in payment of the principal amount at maturity, contingent
            additional principal, redemption price, purchase price or change in
            control purchase price with respect to any note when such becomes
            due and payable,

      (2)   default in payment of any contingent cash interest, which default
            continues for 30 days,

      (3)   the issuers' failure to comply with any of their respective other
            agreements in the notes or the indenture upon receipt by them of
            notice of such default by the trustee or by holders of not less than
            25% in aggregate principal amount at maturity of the notes then
            outstanding and their failure to cure, or obtain a waiver of, such
            default within 60 days after receipt of such notice,

      (4)   (A) the issuers' failure to make any payment by the end of any
            applicable grace period after maturity of their respective
            indebtedness, which term as used in the indenture means obligations,
            other than nonrecourse obligations, of the issuers for borrowed
            money or evidenced by bonds, debentures, notes or similar
            instruments in an amount, taken together with amounts in (B), in
            excess of $100 million and continuance of such failure, or (B) the
            acceleration of their respective indebtedness in an amount, taken
            together with the amounts in (A), in excess of $100 million because
            of a default with respect to such indebtedness without such
            indebtedness having been discharged or such acceleration having been
            cured, waived, rescinded or annulled in case of (A) or (B) above,
            for a period of 30 days after written notice to the issuers by the
            trustee or to the issuers and the trustee by the holders of not less
            than 25% in aggregate principal amount at maturity of the notes then
            outstanding; however, if any such failure or acceleration referred
            to in (A) or (B) above shall cease or be cured, waived, rescinded or
            annulled, then the event of default by reason thereof shall be
            deemed not to have occurred, or

      (5)   certain events of bankruptcy or insolvency affecting the issuers or
            certain of Omnicom Group Inc.'s operating subsidiaries.

      If an event of default shall have happened and be continuing, either the
trustee or the holders of not less than 25% in aggregate principal amount at
maturity of the notes then outstanding may declare the initial principal amount
at maturity of the notes, plus any accrued and unpaid contingent cash interest
and contingent additional principal through the date of such declaration, to be
immediately due and payable. In the case of the events of bankruptcy or
insolvency which would constitute an event of default, the initial principal
amount at maturity of the notes plus accrued and unpaid contingent cash interest
and contingent additional principal will automatically become immediately due
and payable without any declaration or other act on the part of the trustee or
any holders. The holders of a majority in aggregate principal amount at maturity
of the notes at the time outstanding, by notice to the trustee, and without
notice to any other holder, may rescind an acceleration and its consequences:

      o     if the rescission would not conflict with any judgment or decree;
            and

      o     if all existing events of default have been cured or waived, except
            any nonpayment of the initial principal amount at maturity plus
            accrued and unpaid contingent cash interest and contingent
            additional principal that have become due solely as a result of
            acceleration, and

      o     if all amounts due to the trustee have been paid.

      No rescission shall affect any subsequent default or impair any right
consequent to the rescission.

      In some circumstances the holders of a majority in aggregate principal
amount at maturity of the notes at the time outstanding, by notice to the
trustee, and without notice to any other holder, may waive an existing default
and its consequences. When a default is waived, it is deemed cured, but no
waiver will extend to any subsequent or other default or impair any consequent
right.


                                       25
<PAGE>

      The holders of a majority in aggregate principal amount at maturity of the
notes at the time outstanding may direct the time, method and place of
conducting any proceeding for any remedy available to the trustee or of
exercising any trust or power conferred on the trustee. However, the trustee may
refuse to follow any direction that conflicts with law or the indenture or that
the trustee determines in good faith is unduly prejudicial to the rights of
other holders or would involve the trustee in personal liability unless the
trustee is offered indemnity satisfactory to it against loss, liability or
expense.

      A holder may not pursue any remedy with respect to the indenture or the
notes unless:

      o     the holder gives to the trustee written notice stating that an event
            of default is continuing,

      o     the holders of at least 25% in aggregate principal amount at
            maturity of the notes at the time outstanding make a written request
            to the trustee to pursue the remedy,

      o     the holder or holders offer to the trustee reasonable security or
            indemnity satisfactory to the trustee against any loss, liability or
            expense,

      o     the trustee does not comply with the request within 60 days after
            receipt of such notice, request and offer of security or indemnity,
            and

      o     the holders of a majority in aggregate principal amount at maturity
            of the notes at the time outstanding do not give the trustee a
            direction inconsistent with the request during such 60-day period.

A holder may not use the indenture to prejudice the rights of any other holder
or to obtain a preference or priority over any other holder.

      Under the indenture, the issuers are required to deliver to the trustee,
within five business days of becoming aware of the occurrence of an event of
default, written notice of the event of default. In addition, the issuers are
required to deliver to the trustee, written notice of any event which with the
giving of notice or the lapse of time, or both, would become an event of default
under clause (3) or clause (4) above, its status and what action the issuers are
taking or propose to take with respect thereto.

      If the trustee collects any money as a result of an event of default, it
shall pay out the money in the following order:

      First: to the trustee for amounts due as compensation, reimbursement or
indemnification;

      Second: to holders for amounts due and unpaid on the notes for the
principal amount at maturity, initial principal amount at maturity plus
contingent additional principal, redemption price, purchase price, change in
control purchase price or contingent cash interest, if any, as the case may be,
ratably, without preference or priority of any kind, according to such amounts
due and payable on the notes; and

      Third: pro rata to the issuers, if any balance remains.

      The trustee may fix a record date and payment date for any payment to
holders. At least 15 days before such record date, the trustee is required to
mail to each holder and to the issuers a notice that states the record date, the
payment date and the amount to be paid.

Mergers and Sales of Assets

      The indenture provides that the issuers may not consolidate with or merge
into any person or convey, transfer or lease their respective properties and
assets substantially as an entirety to another person, unless, among other
things:

      o     the resulting, surviving or transferee person is a corporation
            organized under the laws of the United States, any state thereof or
            the District of Columbia and such entity assumes all such issuer's
            obligations under the notes and the indenture, and

      o     such issuer or such successor entity will not immediately following
            the transaction be in default under the indenture.


                                       26
<PAGE>

      Upon the assumption of such issuer's obligations by a successor
corporation, subject to limited exceptions contained in the indenture, the
issuers will be discharged from all obligations under the notes and the
indenture. Although these types of transactions are permitted under the
indenture, some of these types of transactions occurring on or prior to July 31,
2007 could constitute a change of control of Omnicom Group Inc. as defined above
for purposes of the notes. In this circumstance, holders could require the
issuers to purchase their notes as described above.

Modification

      The issuers and the trustee may modify or amend the indenture or the notes
with the consent of the holders of not less than a majority in aggregate
principal amount at maturity of the notes then outstanding. However, the consent
of the holders of each outstanding note would be required to:

      o     alter the obligation of the issuers to pay contingent cash interest,
            except that the issuers may increase the amount thereof without the
            consent of the trustee or the holders,

      o     make any note payable in money or securities other than that stated
            in the note,

      o     alter the stated maturity of any note,

      o     reduce the principal amount at maturity, contingent additional
            principal, redemption price, purchase price or change in control
            purchase price with respect to any note,

      o     make any change that adversely affects the right of a holder to
            receive shares of common stock of Omnicom Group Inc. upon
            surrendering a note for conversion,

      o     make any change that adversely affects the right to require the
            issuers to purchase a note,

      o     impair the right to institute suit for the enforcement of any
            payment with respect to, or conversion of, the notes, and

      o     change the provisions in the indenture that relate to modifying or
            amending the indenture.

      Without the consent of any holder of notes, the issuers and the trustee
may enter into supplemental indentures for any of the following purposes:

      o     to evidence a successor to any of the issuers and the assumption by
            that successor of such issuer's obligations under the indenture and
            the notes,

      o     to add covenants for the benefit of the holders of the notes or to
            surrender any right or power conferred upon the issuers,

      o     to secure the issuers' obligations in respect of the notes,

      o     to make any changes or modifications to the indenture necessary in
            connection with the registration of the notes under the Securities
            Act and the qualification of the notes under the Trust Indenture Act
            of 1939 as contemplated by the indenture,

      o     to cure any ambiguity or inconsistency in the indenture, or

      o     to make any change that does not adversely affect the rights of any
            holder of the notes.

      The holders of a majority in aggregate principal amount at maturity of the
notes then outstanding may, on behalf of the holders of all notes:

      o     waive compliance by the issuers with restrictive provisions of the
            indenture, as detailed in the indenture; and

      o     waive any past default under the indenture and its consequences,
            except a default in the payment of the principal amount at maturity,
            contingent additional principal, redemption price, purchase price,
            change in control purchase price or obligation to deliver common
            stock of Omnicom Group Inc. upon conversion with respect to any note
            or in respect of any provision which under the indenture cannot be
            modified or amended without the consent of the holder of each
            outstanding note affected.


                                       27
<PAGE>

Calculations in Respect of Notes

      The issuers are responsible for making all calculations called for under
the note. See "-- Conversion Rights" beginning on page 16. These calculations
include, but are not limited to, determination of the market prices of the note
and of Omnicom Group Inc.'s common stock, amounts of tax original issue
discount, and amounts of contingent cash interest and contingent additional
principal, if any, payable on the note. The issuers will make all these
calculations in good faith and, absent manifest error, these calculations will
be final and binding on holders of note. The issuers will provide a schedule of
their calculations to the trustee, and the trustee is entitled to rely upon the
accuracy of the issuers' calculations without independent verification.

Information Concerning the Trustee

      JPMorgan Chase Bank, an affiliate of J.P. Morgan Securities Inc., one of
the initial purchasers, is the trustee, registrar, paying agent and conversion
agent.

      The indenture provides that, except during the continuance of an event of
default, the trustee will perform only those duties as are specifically set
forth in the indenture. During the existence of an event of default, the trustee
is required to exercise the rights and powers vested in it by the indenture, and
to use the same degree of care and skill in its exercise of those rights and
powers as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

      The indenture and the provisions of the Trust Indenture Act contain
limitations on the rights of the trustee, should it become a creditor of either
of the issuers, to obtain payments of claims in certain cases or to realize on
certain property received in respect of any such claim as security or otherwise.
Subject to the Trust Indenture Act, the trustee will be permitted to engage in
other transactions, provided that if the trustee acquires any conflicting
interests, as described in the Trust Indenture Act, the trustee must eliminate
the conflict or resign.

      The trustee is required to deliver notice of all defaults to the holders
within 90 days after the occurrence, unless the defaults shall have been cured
before the giving of the notice. However, in the case of a default in the
payment of principal of, or interest on, or other similar obligation with
respect to, the notes, the trustee may withhold the notice if and so long as the
board of directors, the executive committee or a trust committee of directors or
trustees and/or responsible officers of the trustee in good faith determines
that the withholding of the notice is in the interest of holders of the notes.

      A trustee may at any time resign by giving written notice of resignation
to the issuers and to the holders. Upon receiving a notice of resignation, the
issuers will be required to promptly appoint a successor trustee. If no
successor trustee is appointed within 30 days after the mailing of the notice of
resignation, the resigning trustee or any holder who has been a bona fide holder
of a note for at least six months may, subject to the provisions of the
indenture, petition any court of competent jurisdiction for the appoint of a
successor trustee.

      The issuers may remove a trustee and appoint a successor trustee if

      o     the trustee fails to comply with the provisions relating to any
            conflict of interest after written request made by the issuers or by
            any holder who has been a bona fide holder of notes for at least six
            months,

      o     the trustee ceases to be eligible in accordance with the provisions
            contained in the indenture and the trustee fails to resign after
            requested to by the issuers or any holder,

      o     the trustee becomes incapable of acting or is adjudged a bankrupt or
            insolvent, or a receiver or liquidator for the trustee or its
            property is appointed, or any public officer takes charge or control
            of the trustee or its property or affairs for the purpose of
            rehabilitation, conservation or liquidation, or

      o     the issuers determine that the trustee has failed to perform its
            obligations under the indenture in any material respect.

      If the issuers fail to remove the trustee, any holder who has been a bona
fide holder of a note for at least six months may petition a court of competent
jurisdiction for the removal of the trustee and the appointment of a successor
trustee. In addition, the holders of a majority in aggregate principal amount at
maturity of the notes outstanding may at any time remove a trustee and appoint a
successor trustee by delivering notice to the trustee


                                       28
<PAGE>

to be removed, the successor trustee and the issuers. Any resignation or removal
of the trustee and any appointment of a successor trustee will become effective
upon acceptance of appointment by the successor trustee.

Governing Law

      The indenture and the notes are governed by, and construed in accordance
with, the law of the State of New York.

Miscellaneous

      The issuers or their affiliates may from time to time purchase the
securities offered in this prospectus which are then outstanding by tender, in
the open market or by private agreement.

               DESCRIPTION OF OMNICOM GROUP INC.'S CAPITAL STOCK

      The following briefly summarizes the material terms of our Omnicom Group
Inc.'s capital stock. You should read its certificate of incorporation, a copy
of which may be obtained as described under "Where You Can Find More
Information" on page 39, for more detailed information that may be important to
you.

      Omnicom Group Inc. is authorized to issue 1.0 billion shares of common
stock, par value $0.15 per share, of which 190.5 million shares were outstanding
on January 30, 2004, and 7.5 million shares of preferred stock at $1.00 per
share, none of which is outstanding.

      Each share of common stock entitles the holder to one vote for the
election of directors and for all other matters to be voted on by holders of
Omnicom Group Inc.'s common stock. Holders of Omnicom Group Inc.'s common stock
may not cumulate their votes in the election of directors. All shares of Omnicom
Group Inc.'s common stock have equal rights and are entitled to such dividends
as may be declared by Omnicom Group Inc.'s board of directors out of funds
legally available therefor, but only after payment of dividends required to be
paid on any outstanding shares of preferred stock. All shares of Omnicom Group
Inc.'s common stock share ratably upon liquidation in the assets available for
distribution to shareholders after payments to creditors and provision for the
preference of any preferred stock. Omnicom Group Inc. is not aware of any
restrictions on its present or future ability to pay dividends. However, in
connection with certain borrowing facilities entered into by Omnicom Capital and
Omnicom Finance, Omnicom Group Inc. is subject to certain covenants requiring
that it satisfy certain financial tests in order to pay dividends. The shares of
Omnicom Group Inc.'s common stock are not subject to call or assessment, have no
preemptive or other subscription rights or conversion rights and cannot be
redeemed. Omnicom Group Inc. has a classified board of directors and its
shareholders can remove a director only by an affirmative two-thirds vote of all
outstanding voting shares. A two-thirds vote of all outstanding voting shares is
also required to amend its by-laws or some of the provisions of its certificate
of incorporation and to change the number of directors comprising the full
board. The board of directors of Omnicom Group Inc. has power to amend the
by-laws or change the number of directors comprising the full board.

      Omnicom Group Inc. may issue preferred stock in series having whatever
rights and preferences the board of directors may determine without the approval
of its shareholders. One or more series of preferred stock may be made
convertible into common stock at rates determined by the board of directors, and
preferred stock may be given priority over common stock in payment of dividends,
rights on liquidation, voting and other rights.

      As of September 30, 2003, Omnicom Group Inc. had a total of $2,339.3
million aggregate principal amount of convertible notes outstanding, including
$847.0 million of senior unsecured debentures with a scheduled maturity in 2031,
$892.3 million of senior unsecured debentures with a scheduled maturity of 2032
being registered pursuant to the registration statement of which this prospectus
is a part and the $600.0 million of senior unsecured debentures with a scheduled
maturity of 2033. The 2031 notes and the 2032 notes are convertible into shares
of Omnicom Group Inc.'s common stock at a conversion price of $110.01 per share,
subject to adjustment in certain events. The 2033 notes are convertible into
shares of Omnicom Group Inc.'s common stock at a conversion price of $103.00 per
share, subject to adjustment in certain events.


                                       29
<PAGE>

      The transfer agent and registrar for Omnicom Group Inc.'s common stock is
ChaseMellon Shareholder Services. Omnicom Group Inc.'s common stock is listed on
the New York Stock Exchange under the symbol "OMC."

                       FEDERAL INCOME TAX CONSIDERATIONS

      This is a summary of material United States federal income tax
considerations relevant to holders of notes. This summary is based upon the
Internal Revenue Code of 1986 (which the issuers refer to as the Code), Treasury
Regulations, Internal Revenue Service ("IRS") rulings and judicial decisions now
in effect, all of which are subject to change, possibly with retroactive effect,
or different interpretations. No statutory, regulatory, administrative or
judicial authority directly addresses the treatment of the notes for United
States federal income tax purposes. There can be no assurance that the IRS will
not challenge one or more of the conclusions described herein, and the issuers
have not obtained, nor do they intend to obtain, a ruling from the IRS with
respect to the United States federal income tax consequences of acquiring or
holding notes, nor, except as specifically stated below, have the issuers
obtained nor do they intend to obtain an opinion of counsel with respect to the
tax consequences of acquiring or holding notes.

      This summary does not purport to deal with all aspects of United States
federal income taxation that may be relevant to a holder, such as a holder
subject to the alternative minimum tax provisions of the Code. Also, it is not
intended to address specific considerations relevant to persons in special tax
situations, such as financial institutions, insurance companies, regulated
investment companies, tax exempt investors, dealers in securities and
currencies, U.S. expatriates or persons holding notes as hedges or as positions
in a "straddle," "hedge," "conversion" or other integrated transaction for tax
purposes.

      This summary also does not discuss the tax consequences arising under tax
laws other than the federal income tax laws, including the laws of any state,
local or foreign jurisdiction. In addition, this summary is limited to original
purchasers of notes who acquire notes at the "issue price", as defined below,
and who hold the notes and common stock into which the notes may be converted as
"capital assets" within the meaning of the federal income tax laws.

      Persons considering the purchase, ownership, conversion or other
disposition of notes should consult their own tax advisors regarding the federal
income tax consequences to them in their particular circumstances, and
consequences arising under the laws of any state, local or foreign taxing
jurisdiction.

      For purposes of this summary, a "U.S. Holder" is a beneficial owner of the
notes who or which is:

      o     a citizen or individual resident of the United States, as defined in
            Section 7701(b) of the Code,

      o     a corporation, partnership or other entity treated as a corporation
            for United States federal income tax purposes, created or organized
            in or under the laws of the United States, any state thereof or the
            District of Columbia,

      o     an estate if its income is subject to United States federal income
            taxation regardless of its source, or

      o     a trust if (1) a United States court can exercise primary
            supervision over its administration and (2) one or more United
            States persons have the authority to control all of its substantial
            decisions.

      Notwithstanding the preceding sentence, certain trusts in existence on
August 20, 1996, and treated as a U.S. Holder prior to such date, may also be
treated as U.S. Holders. A Non-U.S. Holder is a beneficial owner of notes other
than a U.S. Holder.

Opinion as to Federal Income Tax Treatment

      The issuers have been advised by their counsel, Jones Day, that, in their
opinion, the notes will be treated as debt instruments that are subject to
United States federal income tax regulations governing contingent payment debt
instruments, which are referred to as the CPDI regulations, for United States
federal income tax purposes. Based upon that opinion, pursuant to the terms of
the indenture, the issuers and each holder of the notes agree to treat the notes
as debt instruments with original issue discount under the CPDI regulations, as
described below.


                                       30
<PAGE>

Original Issue Discount

      Under the CPDI regulations, for United States federal income tax purposes,
U.S. Holders of notes are required to accrue interest income on the notes,
regardless of whether the holder uses the cash or accrual method of accounting,
in amounts described below for each taxable year the holder holds the note.
Accordingly, U.S. Holders may be required to include interest in taxable income
in each year in excess of the accruals on the notes for non-tax purposes and in
excess of any contingent cash interest payments actually received in that year.

      The CPDI regulations provide that a U.S. Holder must accrue an amount of
ordinary interest income, as original issue discount, for United States federal
income tax purposes for each accrual period prior to and including the maturity
date of the notes. The amount required to be accrued equals the sum of the daily
portions of original issue discount with respect to the note for each day during
the taxable year or portion of a taxable year on which the holder holds the
note, adjusted if necessary as described below. In general, the daily portion is
(1) the sum of the issue price of the note plus all accrued interest, determined
without regard to any adjustments to interest accruals described below, and
minus the amounts of projected scheduled payments for prior periods at the
beginning of each six-month accrual period (as defined below), multiplied by (2)
the comparable yield to maturity (as defined below) on the note, divided by (3)
the number of days in the accrual period. Under these rules, holders may have to
include in gross income increasingly greater amounts of original issue discount
in each successive accrual period. Any amount included in income as original
issue discount will increase a holder's tax basis in the note. The "issue price"
is the initial price at which a substantial amount of notes are sold to
investors (excluding bond houses, brokers or similar persons acting in the
capacity of underwriters, placement agents or wholesalers) for money.

      Based on the advice of their counsel, Jones Day, the issuers intend to
treat the "comparable yield" as the annual yield they would pay, as of the
initial issue date, on a fixed-rate nonconvertible debt security with no
contingent payments, but with terms and conditions otherwise comparable to those
of the notes. Accordingly, the issuers intend to take the position that the
comparable yield for the notes is 6.69%, compounded semiannually. The specific
yield, however, is not entirely clear. If this determination of the comparable
yield were successfully challenged by the IRS, the redetermined yield could be
materially greater or less than the comparable yield which the issuers have
determined.

      The issuers are required to furnish annually to the IRS and to certain
noncorporate U.S. Holders information regarding the amount of the original issue
discount on the notes attributable to that year. The issuers will calculate and
report original issue discount on the notes based upon six-month accrual periods
ending on the maturity day of the notes. The issuers are also required to
furnish to holders a schedule of projected payments which the issuers will use
in computing the amounts of original issue discount on the notes. In this
schedule, the issuers will include estimates (for purposes of computing the
original issue discount only) of payments of contingent cash interest that the
issuers will make, and of a payment at maturity, taking into account the
conversion feature and the contingent additional principal. Under the CPDI
regulations, this schedule must produce the comparable yield. The issuers'
determination of the schedule of projected payments will be set forth in the
indenture.

      For United States federal income tax purposes, a U.S. Holder must use the
comparable yield and the schedule of projected payments in determining its
interest accruals, and the adjustments thereto described below, in respect of
the notes, unless such U.S. Holder timely discloses and justifies the use of
other estimates to the IRS. A U.S. Holder that determines its own comparable
yield or schedule of projected payments must also establish that the issuers'
comparable yield or schedule of projected payments is unreasonable.

      THE COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE ARE NOT DETERMINED FOR
ANY PURPOSE OTHER THAN FOR DETERMINATION OF YOUR INTEREST ACCRUALS AND
ADJUSTMENTS THEREOF IN RESPECT OF THE NOTES FOR U.S. FEDERAL INCOME TAX PURPOSES
AND DO NOT CONSTITUTE A PROJECTION OR REPRESENTATION REGARDING THE ACTUAL
AMOUNTS PAYABLE TO HOLDERS OF NOTES.


                                       31
<PAGE>

Adjustments to Interest Accruals on the Notes

      If, during any taxable year, a U.S. Holder receives actual payments with
respect to the notes for that taxable year that in the aggregate exceed the
total amount of projected payments for that taxable year, and/or the amount of a
future contingent payment is established in an amount greater than the projected
amount, the U.S. Holder will incur a "positive adjustment" under the CPDI
regulations. If a U.S. Holder receives in a taxable year actual payments with
respect to the notes for that taxable year that in the aggregate were less than
the amount of projected payments for that taxable year, and/or the amount of a
future contingent payment is established in an amount less than the projected
amount, the U.S. Holder will incur a "negative adjustment" under the CPDI
regulations. The difference between the positive adjustments and the negative
adjustments for any year is the "net positive adjustment" (if positive) or the
"net negative adjustment" (if negative). The U.S. Holder will treat a "net
positive adjustment" as additional interest income for the taxable year. For
this purpose, the payments in a taxable year include the fair market value of
property (including shares of common stock of Omnicom Group Inc.) received in
that year.

      A net negative adjustment will (1) reduce the U.S. Holder's interest
income on the notes for that taxable year and (2) to the extent of any excess
after the application of (1), give rise to an ordinary loss to the extent of the
U.S. Holder's interest income on the notes during prior taxable years, reduced
to any extent such interest was offset by prior net negative adjustments.

Disposition or Conversion

      Generally, the sale, exchange or conversion of a note, or the redemption
of a note for cash, will result in taxable gain or loss to a U.S. Holder. As
described above, the issuers' calculation of the comparable yield and the
schedule of projected payments for the notes takes into account the receipt of
stock upon conversion and contingent additional principal as contingent payments
with respect to the notes. Accordingly, the issuers intend to treat the receipt
of common stock of Omnicom Group Inc. by a U.S. Holder upon the conversion of a
note, as well as any contingent additional principal, as contingent payments
under the CPDI regulations. Pursuant to the issuers' treatment of the notes as
contingent payment debt instruments under the CPDI regulations as described
above and the holders' agreement to be bound by the issuers' determination, gain
or loss upon a sale, exchange, redemption or conversion of a note will generally
be recognized as ordinary gain or loss, except that loss, if any, realized in
excess of the amount of previously accrued original issue discount will be
capital loss. Loss deductions are subject to limitations under the United States
federal income tax laws. In the event of an exchange of notes for the common
stock of Omnicom Group Inc., upon conversion or otherwise, it is possible that a
deduction for any such capital loss might be denied. Holders should consult
their tax advisors regarding the deductibility of any such capital loss.

      The holder's realized gain or loss will be measured by the difference
between the total value of the consideration received for the note (including
the fair market value of Omnicom Group Inc.'s common stock) and the holder's tax
basis in the note, as previously adjusted to reflect accrued original issue
discount and the amounts of any projected payments. In general, a holder's tax
basis in any common stock of Omnicom Group Inc. received in exchange for a note
(including any fractional shares for which cash is received) will be the fair
market value of the stock at the time of the exchange. While the matter is not
entirely certain, the holding period for common stock received in the exchange
may commence on the day following the date of the exchange. Holders should
consult their tax advisors as to the application of the holding period rules to
an exchange of a note for common stock of Omnicom Group Inc.

Constructive Dividend

      If at any time Omnicom Group Inc. makes a distribution of property to
their shareholders that would be taxable to the shareholders as a dividend for
United States federal income tax purposes and, in accordance with the
anti-dilution provisions of the notes, the conversion rate of the notes is
increased or if the conversion rate is increased at the issuers' discretion,
such increase may be deemed to be the payment of a taxable dividend to holders
of the notes.

      For example, an increase in the conversion rate in the event of
distributions of evidences of indebtedness or assets of the issuers or in the
event of an extraordinary cash dividend will generally result in deemed dividend


                                       32
<PAGE>

treatment to holders of the notes, but generally an increase in the event of
stock dividends or the distribution of rights to subscribe for common stock will
not. However, there will be no deemed dividend treatment for regular cash
dividends because there will be no adjustment therefor under the anti-dilution
provisions of the notes.

Treatment of Non-U.S. Holders

      Payments of contingent interest made to Non-U.S. Holders will not be
exempt from United States federal income or withholding tax and, therefore,
Non-U.S. Holders will be subject to withholding on such payments of contingent
interest at a rate of 30%, subject to reduction by an applicable treaty or upon
the receipt of a Form W-8ECI from a Non-U.S. Holder claiming that the payments
are effectively connected with the conduct of a United States trade or business.
A Non-U.S. Holder that is subject to the withholding tax should consult its tax
advisors as to whether it can obtain a refund for a portion of the withholding
tax, either on the grounds that some portion of the contingent interest
represents a return of principal under the CPDI regulations, or on some other
grounds.

      All other payments on the notes made to a Non-U.S. Holder, including a
payment in common stock of Omnicom Group Inc. pursuant to a conversion, and any
gain realized on a sale or exchange of the notes (other than gain attributable
to accrued contingent interest payments), will be exempt from United States
federal income or withholding tax, as long as:

      o     such Non-U.S. Holder does not own, actually or constructively, 10%
            or more of the total combined voting power of all classes of Omnicom
            Group Inc.'s stock entitled to vote and is not a controlled foreign
            corporation related, directly or indirectly, to Omnicom Group Inc.
            through stock ownership,

      o     the statement requirement set forth in Section 871(b) or section
            881(c) of the Code has been fulfilled with respect to the beneficial
            owner, as discussed below,

      o     such payments and gain are not effectively connected with the
            conduct by such Non-U.S. Holder of a trade or business in the United
            States, and

      o     common stock of Omnicom Group Inc. continues to be actively traded
            within the meaning of section 871(h)(4)(C)(v)(I) of the Code (which,
            for these purposes and subject to certain exceptions, includes
            trading on the NYSE).

      The statement requirement referred to in the preceding paragraph will be
fulfilled if the beneficial owner of a note certifies on IRS Form W-8BEN, under
penalties of perjury, that it is not a United States person and provides its
name and address.

      If a Non-U.S. Holder of notes is engaged in a trade or business in the
United States, and if interest on the notes is effectively connected with the
conduct of such trade or business, the Non-U.S. Holder, although exempt from the
withholding tax discussed in the preceding paragraphs, will generally be subject
to regular U.S. federal income tax on the interest and on any gain realized on
the sale or exchange of the notes in the same manner as if it were a U.S.
Holder. In lieu of the certificate described in the preceding paragraph, such a
Non-U.S. Holder will be required to provide to the withholding agent a properly
executed IRS Form W-8ECI (or successor form) in order to claim an exemption from
withholding tax. In addition, if such a Non-U.S. Holder is a foreign
corporation, such Holder may be subject to a branch profits tax equal to 30% (or
such lower rate provided by an applicable treaty) of its effectively connected
earnings and profits for the taxable year, subject to certain adjustments.

Backup Withholding and Information Reporting

      Information reporting will apply to any payments (including a payment of
shares of common stock pursuant to a conversion or of interest), the issuers may
make on, or the proceeds of the sale or other disposition or retirement of, the
notes or dividends on shares of common stock of Omnicom Group Inc. with respect
to certain noncorporate holders, and backup withholding (currently at a rate of
30%) may apply unless the recipient of such payment supplies a taxpayer
identification number, certified under penalties of perjury, as well as certain
other information, or otherwise establishes an exemption from backup
withholding. Any amount withheld under the backup withholding rules will be
allowable as a credit against the holder's federal income tax, if the required
information is provided to the IRS.


                                       33
<PAGE>

                            SELLING SECURITYHOLDERS

      The notes were originally issued by Omnicom Group Inc. and sold to J.P.
Morgan Securities Inc., Goldman, Sachs & Co. and Salomon Smith Barney Inc., to
whom the issuers refer to elsewhere in this prospectus as the "initial
purchasers," in transactions exempt from the registration requirements of the
federal securities laws. The initial purchasers resold the notes to persons
reasonably believed by them to be "qualified institutional buyers," as defined
in Rule 144A under the Securities Act. The selling securityholders, which term
includes their transferees, pledges, donees or successors, may from time to time
offer and sell pursuant to this prospectus any and all of the notes and the
shares of common stock issuable upon conversion and/or redemption of the notes.

      Set forth below are the names of each selling securityholder, the
principal amount of the notes that may be offered by such selling securityholder
pursuant to this prospectus, as last reported by the selling securityholder to
Omnicom Group Inc., and the number of shares of common stock of Omnicom Group
Inc. into which such notes are convertible, each to the extent known to the
issuers as of the date of this prospectus. Unless set forth below, none of the
selling securityholders has had a material relationship with the issuers or any
of their respective predecessors or affiliates within the past three years.

      The following table sets forth information received by the issuers on or
prior to February 13, 2004. Any or all of the notes or common stock of Omnicom
Group Inc. listed below may be offered for sale pursuant to this prospectus by
the selling securityholders from time to time. Accordingly, no estimate can be
given as to the amounts of notes or common stock of Omnicom Group Inc. that will
be held by the selling securityholders upon consummation of any such sales. In
addition, the selling securityholders identified below may have sold,
transferred, or otherwise disposed of all or a portion of their notes since the
date on which the information regarding their notes was provided in transactions
exempt from the registration requirements of the Securities Act.

<TABLE>
<CAPTION>
                                                                            Aggregate
                                                                            Principal
                                                                            Amount of
                                                                            Notes at      Percentage of  Common Stock   Common Stock
                                                                          Maturity that       Notes      Owned Prior     Registered
                     Name                                                  may be Sold     Outstanding  to Conversion     Hereby(1)
                     ----                                                 -------------   ------------- --------------  ------------
<S>                                                                        <C>                 <C>            <C>           <C>
ADI Alternative Investment .........................................       $ 1,500,000           *            --            13,636
AIG DKR SoundShore Holdings Ltd. ...................................         9,200,000         1.0%           --            83,628
AIG DKR SoundShore Opportunity Holding Fund Ltd. ...................         6,120,000           *            --            55,630
AIG DKR SoundShore Strategic Holding Fund Ltd. .....................         4,680,000           *            --            42,541
Alpha U.S. Sub Fund VIII, LLC ......................................         2,000,000           *            --            18,180
Alta Partners Holdings, LDC ........................................        30,000,000         3.3            --           272,700
American Pioneer Life Insurance Company of New York ................            80,000           *            --               727
American Progressive Life and Health Insurance
  Company of New York ..............................................            80,000           *            --               727
American Public Entity Excess Pool .................................            80,000           *            --               727
Amerisure Mutual Insurance Company .................................           400,000           *            --             3,636
Argent Classic Convertible Arbitrage Fund L.P. .....................         2,925,000           *            --            26,588
Argent Classic Convertible Arbitrage Fund (Bermuda)
  Ltd. .............................................................         5,000,000           *            --            45,450
Argent LowLev Convertible Arbitrage Fund LLC .......................           500,000           *            --             4,545
Argent LowLev Convertible Arbitrage Fund Ltd. ......................         7,580,000           *            --            68,902
Aristeia International Limited .....................................        28,875,000         3.2            --           262,473
Aristeia Trading LLC ...............................................         8,625,000           *            --            78,401
Bear Stearns International Limited .................................        20,000,000         2.2            --           181,800
B.G.I. Global Investors c/o Forest Investment
  Mngt L.L.C. ......................................................           167,000           *            --             1,518
BMO Nesbitt Burns Inc. .............................................         8,000,000           *            --            72,720
Canyon Capital Arbitrage Master Fund, Ltd. .........................        12,000,000         1.3            --           109.080
Canyon MAC 18 (PMF) ................................................         2,800,000           *            --            25,452
Canyon Value Realization Fund (Cayman), Ltd. .......................        16,400,000         1.8            --           149,076
Canyon Value Realization Fund, L.P. ................................         8,800,000           *            --            79,992
CDC IXIS Paris .....................................................        10,000,000         1.1           400            90,900
Celina Mutual Insurance Company ....................................            20,000           *            --               181
Central States Health and Life Company of Omaha ....................           210,000           *            --             1,908
CFFX, LLC ..........................................................         3,000,000           *            --            27,270
Continental Assurance Company on Behalf of its
  Separate Account (E) .............................................         3,800,000           *            --            34,542
</TABLE>


                                       34
<PAGE>

<TABLE>
<CAPTION>
                                                                            Aggregate
                                                                            Principal
                                                                            Amount of
                                                                            Notes at      Percentage of  Common Stock   Common Stock
                                                                          Maturity that       Notes      Owned Prior     Registered
                     Name                                                  may be Sold     Outstanding  to Conversion     Hereby(1)
                     ----                                                 -------------   ------------- --------------  ------------
<S>                                                                        <C>                 <C>            <C>           <C>
Continental Casualty Company .......................................       $13,700,000         1.5             *           124,533
Credit Suisse First Boston Europe Ltd. .............................        19,400,000         2.2            --           176,346
CSA Fraternal Life Insurance Company ...............................           120,000           *            --             1,090
Dakota Truck Underwriters ..........................................            20,000           *            --               181
Deephaven Domestic Convertible Trading Ltd. ........................        78,000,000         8.7            --           709,020
Deutsche Bank AG-London ............................................         8,000,000           *            --            72,720
Deutsche Bank Securities Inc. ......................................        33,800,000         3.8            --           307,242
Forest Alternative Strategies, II ..................................           133,000           *            --             1,208
Forest Fulerum Fund L.L.P ..........................................         2,667,000           *            --            24,243
Forest Global Convertible Fund Series A-5 ..........................         1,700,000           *            --            15,453
Gaia Offshore Master Fund Ltd. .....................................        11,700,000         1.3            --           106,353
Global Bermuda Limited Partnership .................................        14,000,000         1.6            --           127,260
HBK Master Fund L.P. ...............................................         5,000,000           *            --            45,450
HFR CA Select Fund .................................................           600,000           *            --             5,454
Highbridge International LLC .......................................        20,000,000         2.2            --           181,000
Innovest Finanzdienstleistungs AG ..................................           545,000           *            --             4,954
JMG Convertible Investments, LP. ...................................        10,000,000         1.1            --            90,900
JMG Triton Offshore Fund, Ltd. .....................................        20,000,000         2.2            --           181,800
JP Morgan Securities Inc. ..........................................        78,540,000         8.7            --           713,928
KBC Financial Products USA Inc. ....................................         5,750,000           *            --            52,267
Lakeshore International, Ltd. ......................................        56,000,000         6.2            --           509,040
Lincoln Heritage Life Insurance Company ............................            40,000           *            --               363
LLT Limited ........................................................           600,000           *            --             5,454
Lyxor Master Fund c/o Forest Investment Mngt L.L.C .................         9,333,000         1.0            --            84,836
Lyxor Master Fund ..................................................           400,000           *            --             3,636
Lyxor Master Fund Ref: Argent/LowLev CB ............................         1,000,000           *            --             9,090
Main Street America Assurance Company ..............................           400,000           *            --             3,636
Marquette Indemnity and Life Insurance Company .....................            80,000           *            --               727
Merrill Lynch International Limited(2) .............................        10,000,000         1.1%           --            90,900
Michigan Mutual Insurance Co. ......................................           900,000           *            --             8,181
Michigan Professional Insurance Exchange ...........................            60,000           *            --               545
Midwest Security Life ..............................................           240,000           *            --             2,181
MLQA Convertible Securities Arbitrage, Ltd. ........................         5,000,000           *            --            45,450
Morgan Stanley & Co. ...............................................        70,000,000         7.8            --           636,300
Mutual Protective Insurance Company ................................           900,000           *            --             8,181
National Mutual Insurance Company ..................................            30,000           *            --               272
Natexis Banques Populaires (NBP) ...................................         8,500,000           *            --            77,265
NCMIC ..............................................................           470,000           *            --             4,272
New Era Life Insurance Company .....................................            50,000           *            --               454
Nicholas Applegate Investment Grade Convertible ....................            15,000           *            --               136
Oak Casualty Insurance Company .....................................            40,000           *            --               363
Onyx Fund Holdings, LDC ............................................        18,000,000         2.0            --           163,620
Oklahoma Attorneys Mutual Insurance Company ........................            10,000           *            --                90
Peoples Benefit Life Insurance Company - Teamsters .................         8,000,000           *            --            72,720
Phico Insurance Company ............................................           550,000           *            --             4,999
Physicians Mutual Insurance Company ................................           550,000           *            --             4,999
Physicians Life Insurance Company ..................................           250,000           *            --             2,272
Pioneer Insurance Company ..........................................            80,000           *            --               727
Premera Blue Cross .................................................         1,150,000           *            --            10,453
R(2) Investments, LDC ..............................................        55,000,000         6.1            --           499,950
RBC Capital Services Inc. c/o Forest Investment
  Mngt L.L.C .......................................................           133,000           *            --             1,208
Relay 11 Holdings c/o Forest Investment Mngt L.L.C .................         3,000,000           *            --            27,270
Retail Clerks Pension Trust ........................................         4,000,000           *            --            36,360
Royal Bank of Canada ...............................................        10,000,000         1.1            --            90,900
Sagamore Hill Hub Fund Ltd. ........................................        37,500,000         4.2            --           340,875
St. Albans Partners Ltd. ...........................................         3,000,000           *            --            27,270
Salomon Brothers Asset Management, Inc. ............................        20,000,000         2.2            --           181,800
Salomon Smith Barney Inc. ..........................................        37,645,000         4.2            --           342,193
</TABLE>


                                       35
<PAGE>

<TABLE>
<CAPTION>
                                                                            Aggregate
                                                                            Principal
                                                                            Amount of
                                                                            Notes at      Percentage of  Common Stock   Common Stock
                                                                          Maturity that       Notes      Owned Prior     Registered
                     Name                                                  may be Sold     Outstanding  to Conversion     Hereby(1)
                     ----                                                 -------------   ------------- --------------  ------------
<S>                                                                        <C>                 <C>            <C>           <C>
San Diego County Employees Retirement Association ..................       $ 1,900,000           *            --            17,271
Scor Life RE Convertible ...........................................           120,000           *            --             1,090
Sylvan (IMA) Ltd. c/o Forest Investment Mngt L.L.C .................         2,000,000           *            --            18,180
Standard Mutual Insurance Company ..................................           220,000           *            --             1,999
State National Insurance Company ...................................            90,000           *            --               818
Texas Hospital Insurance Exchange ..................................            20,000           *            --               181
Transguard Insurance Company of America, Inc. ......................           750,000           *            --             6,817
Tribeca Investments L.L.C ..........................................        18,000,000                       2.0          -163,620
Tuscarora Wayne Mutual Insurance Company ...........................            20,000           *            --               181
UBS O'Connor LLC F/B/O O'Connor Global
Convertible Arbitrage Master Ltd. ..................................         5,500,000           *            --            49,995
UBS O'Connor LLC F/B/O UBS Global Equity
  Arbitrage Master Ltd. ............................................        26,750,000         3.0            --           243,157
UBS O'Connor LLC F/B/O O'Connor Global
  Convertible Portfolio ............................................           500,000           *            --             4,545
United National Insurance Company ..................................           200,000           *            --             1,818
VESTA-WEX Insurance Exchange IASA ..................................           150,000           *            --             1,363
Waterstone Market Neutral Fund, LP .................................           304,000           *            --             2,763
Waterstone Market Neutral Offshore Fund, Ltd. ......................         1,196,000           *            --            10,871
Western Home Insurance Company .....................................           170,000           *            --             1,545
Westward Life Insurance Company ....................................           150,000           *            --             1,363
West Virginia Fire Insurance Company ...............................            10,000           *            --                90
Wisconsin Lawyers Mutual Insurance Company .........................           190,000           *            --             1,727
Wisconsin Mutual Insurance Company .................................           100,000           *            --               909
World Insurance Company ............................................           400,000           *            --             3,636
Yield Strategies Fund I, L.P. ......................................         5,000,000           *            --            45,450
Zazove Convertible Arbitrage Fund L.P. .............................           800,000           *            --             7,272
Zazove Hedged Convertible Fund L.P. ................................         2,900,000           *            --            26,361
Zazove Income Fund .................................................         2,000,000           *            --            18,180
Zurich Master Hedge Fund c/o
  Forest Investment Mngt L.L.C. ....................................           267,000           *            --             2,427
Zurich Institutional Benchmark Master Fund Ltd.
  c/o Argent  ......................................................           500,000           *            --             4,545
Zurich Institutional Benchmarks Master Fund Ltd. ...................           100,000           *            --               909
</TABLE>

----------
*     Less than 1%

(1)   Assumes conversion of all of the holder's notes at a conversion rate of
      9.09 shares of common stock per $1,000 principal amount at maturity of the
      notes. However, this conversion rate will be subject to adjustment as
      described under "Description of the Notes -- Conversion Rights." As a
      result, the amount of common stock issuable upon conversion of the notes
      may increase or decrease in the future.

(2)   Merrill Lynch, Pierce Fenner & Smith Incorporated has advised Omnicom
      Group Inc. that it is not aware of any position, office or directorship
      relationship with Omnicom Group Inc. or its affiliates. However, Merrill
      Lynch has advised Omnicom Group Inc. that it may have from time to time
      acted in a financial investment advisory capacity to Omnicom Group Inc.

(3)   Information about other selling securityholders will be set forth in
      prospectus supplements, if required.

(4)   Assumes that any other holders of notes, or any future transferees,
      pledgees, donees or successors of or from any such other holders of notes,
      do not beneficially own any common stock other than the common stock
      issuable upon conversion of the notes at the initial conversion rate.

      The preceding table has been prepared based upon information furnished to
the issuers by the selling securityholders named in the table. From time to
time, additional information concerning ownership of the notes and common stock
of Omnicom Group Inc. may be known by certain holders thereof not named in the
preceding table, with whom the issuers believe they have no affiliation.
Information about the selling securityholders may change over time. Any changed
information will be set forth in prospectus supplements.


                                       36
<PAGE>

                              PLAN OF DISTRIBUTION

      The notes and the common stock of Omnicom Group Inc. are being registered
to permit public secondary trading of these securities by the holders thereof
from time to time after the date of this prospectus. Omnicom Group Inc. has
agreed, among other things, to bear all expenses (other than underwriting
discounts and selling commissions) in connection with the registration and sale
of the notes and the common stock of Omnicom Group Inc. covered by this
prospectus.

      The issuers will not receive any of the proceeds from the sale of notes or
the common stock of Omnicom Group Inc. by the selling securityholders. The
issuers have been advised by the selling securityholders that the selling
securityholders may sell all or a portion of the notes and common stock of
Omnicom Group Inc. beneficially owned by them and offered hereby from time to
time on any exchange on which the securities are listed on terms to be
determined at the times of such sales. The selling securityholders may also make
private sales directly or through a broker or brokers. Alternatively, any of the
selling securityholders may from time to time offer the notes or the common
stock of Omnicom Group Inc. beneficially owned by them through underwriters,
dealers or agents, who may receive compensation in the form of underwriting
discounts, commissions or concessions from the selling securityholders and the
purchasers of the notes and the common stock for whom they may act as agent. The
aggregate proceeds to the selling securityholders from the sale of the notes or
common stock offering will be the purchase price of such notes or common stock
less discounts and commissions, if any.

      The notes and common stock of Omnicom Group Inc. may be sold from time to
time in one or more transactions at fixed offering prices, which may be changed,
or at varying prices determined at the time of sale or at negotiated prices.
These prices will be determined by the holders of such securities or by
agreement between these holders and underwriters or dealers who may receive fees
or commissions in connection therewith.

      These transactions may include block transactions or crosses. Crosses are
transactions in which the same broker acts as an agent on both sides of the
trade.

      In connection with sales of the notes and the underlying common stock or
otherwise, the selling securityholders may enter into hedging transactions with
broker-dealers. These broker-dealers may in turn engage in short sales of the
notes and the underlying common stock in the course of hedging their positions.
The selling securityholders may also sell the notes and underlying common stock
short and deliver notes and the underlying common stock to close out short
positions, or loan or pledge notes and the underlying common stock to
broker-dealers that in turn may sell the notes and the underlying common stock.

      In connection with their purchase of notes from the initial purchasers in
the private placements, the selling securityholders were required to represent
that they were purchasing the notes in the ordinary course of business and that
they had no plans, arrangements or understandings with any underwriter,
broker-dealer, agent or any other person regarding the resale of the notes or
the underlying common stock. Selling securityholders may not sell any or all of
the notes and the underlying common stock offered by them pursuant to this
prospectus. In addition, the issuers cannot assure you that any such selling
securityholder will not transfer, devise or gift the notes and the underlying
common stock by other means not described in this prospectus. In addition, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A
rather than pursuant to this prospectus.

      Omnicom Group Inc.'s outstanding common stock is listed for trading on the
New York Stock Exchange.

      The selling securityholders and any broker and any broker-dealers, agents
or underwriters that participate with the selling securityholders in the
distribution of the notes or the common stock may be deemed to be "underwriters"
within the meaning of the Securities Act, in which event any commission received
by such broker-dealers, agents or underwriters and any profit on the resale of
the notes or the common stock purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.

      In addition, in connection with any resales of the notes, any
broker-dealer who acquired the notes for its own account as a result of
market-making activities or other trading activities must deliver a prospectus
meeting the requirements of the Securities Act. Broker-dealers may fulfill their
prospectus delivery requirements with respect to the notes, other than a resale
of an unsold allotment from the original sale of the outstanding notes, with
this prospectus.


                                       37
<PAGE>

      The notes were issued and sold by Omnicom Group Inc. on March 6, 2002 and
March 19, 2002 in transactions exempt from the registration requirements of the
federal securities laws to the initial purchasers. Omnicom Group Inc. has agreed
to indemnify the initial purchasers and each selling securityholder, including
each person, if any, who controls any of them within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, and each
selling securityholder had agreed severally and not jointly, to indemnify
Omnicom Group Inc., the initial purchasers and each other selling shareholder,
including each person, if any, who controls Omnicom Group Inc. or any of them
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act against certain liabilities arising under the Securities Act.

      The selling securityholders and any other persons participating in the
distribution will be subject to the provisions of the federal securities laws,
including Regulation M, which may limit the timing of purchases and sales of the
notes and the underlying common stock by the selling securityholders and any
other such person. In addition, Regulation M may restrict the ability of any
person engaged in the distribution of the notes and the underlying common stock
to engage in market-making activities with respect to the particular notes and
the underlying common stock being distributed for a period of up to five
business days prior to the commencement of such distribution. This may affect
the marketability of the notes and the underlying common stock and the ability
of any person or entity to engage in market-making activities with respect to
the notes and the underlying common stock.

      Omnicom Group Inc. has agreed to its reasonable best efforts to keep the
registration statement of which this prospectus is a part effective until the
earlier of:

      o     the sale pursuant to the registration statement of all the
            securities registered thereunder; and

      o     the expiration of the holding period applicable to such securities
            held by persons that are not the issuers' affiliates under Rule
            144(k) under the Securities Act or any successor provision.

      This obligation is subject to a number of exceptions and qualifications.
In some circumstances, Omnicom Group Inc. has the right to suspend use of this
prospectus and offers and sales of notes and common stock pursuant to the
registration statement to which this prospectus relates.

                                 LEGAL MATTERS

      The validity of the notes and the shares of common stock of Omnicom Group
Inc. issuable upon conversion of the notes has been passed upon for the issuers
by Jones Day, New York, New York.

                                    EXPERTS

      The consolidated financial statements and related 2002 financial statement
schedule of Omnicom Group Inc. as of December 31, 2002, and for the year then
ended, have been incorporated by reference herein in reliance upon the report of
KPMG LLP, independent accountants, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.

      The consolidated financial statements of Omnicom Group Inc. and
subsidiaries for the years ended December 31, 2000 and 2001 incorporated by
reference herein have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
report. Arthur Andersen has ceased auditing public companies in the United
States and has not consented to their inclusion or incorporation of their report
in the prospectus. Because Arthur Andersen has not consented to the inclusion or
incorporation of their report in the prospectus, it may become more difficult
for you to seek remedies against Arthur Andersen in connection with any material
misstatement or omission that may be contained in Omnicom Group Inc.'s
consolidated financial statements and schedules for such periods. In particular,
and without limitation, you will not be able to recover against Arthur Andersen
under Section 11 of the Securities Act for any untrue statement of a material
fact contained in the financial statements audited by Arthur Andersen or any
omission of a material fact required to be stated in those financial statements.


                                       38
<PAGE>

      In June 2002, Omnicom Group Inc.'s Board of Directors, upon the
recommendation of its Audit Committee, determined not to rehire Arthur Andersen
LLP as its independent accountants and authorized the engagement of KPMG LLP to
serve as its independent accountants for 2002. KPMG has not audited the
financial statements that were audited by Arthur Andersen and incorporated
herein by reference.

                      WHERE YOU CAN FIND MORE INFORMATION

      Omnicom Group Inc. files annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy any
document Omnicom Group Inc. files at the SEC's public reference room in
Washington, D.C. You can also request copies of the documents, upon payment of a
duplicating fee, by writing to the Public Reference Section of the SEC. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
room. These SEC filings are also available to the public from the SEC's web site
at http://www.sec.gov. Reports, proxy statements and other information filed by
Omnicom Group Inc. may also be inspected at the offices of the New York Stock
Exchange at 20 Broad Street, New York, New York 10005.

      Omnicom Group Inc. is incorporating by reference into this prospectus
certain information it files with the SEC, which means that Omnicom Group Inc.
is disclosing important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
prospectus, except for any information superseded by information contained
directly in this prospectus. Information that Omnicom Group Inc. files later
with the SEC will automatically update information in this prospectus. In all
cases, you should rely on the later information over different information
included in or incorporated by reference into this prospectus. Omnicom Group
Inc. incorporates by reference into this prospectus the following documents:

      o     Annual Report on Form 10-K for the year ended December 31, 2002 (SEC
            File No. 001-10551);

      o     Quarterly Report on Form 10-Q for the quarter ended September 30,
            2003 (SEC File No. 001-10551);

      o     Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
            (SEC File No. 001-10551);

      o     Quarterly Report on Form 10-Q for the quarter ended March 31, 2003
            (SEC File No. 001-10551);

      o     Current Report on Form 8-K dated June 10, 2003 (SEC File No.
            1-10551);

      o     Current Report on Form 8-K dated December 2, 2003 (SEC File No.
            1-10551); and

      o     The description of its common stock contained in the Registration
            Statement on Form 8-A filed with the SEC pursuant to Section 12 of
            the Securities Exchange Act of 1934 (SEC File No. 001-10551),
            including any subsequently filed amendments and reports updating
            such description.

      All future filings made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Exchange Act until completion of the resale of all of the notes by
the selling securityholders under this prospectus are also incorporated by
reference.

      You may request a copy of these filings, or any other documents or other
information referred to in, or incorporated by reference into, including a
schedule of projected payments for U.S. federal income tax purposes, this
prospectus, at no cost, by writing or telephoning Omnicom Group Inc. at the
following address:

                            Michael J. O'Brien, Esq.
              Senior Vice President, General Counsel and Secretary
                               Omnicom Group Inc.
                               437 Madison Avenue
                               New York, NY 10022
                                 (212) 415-3600

      Omnicom Group Inc.'s website is located at http://www.omnicomgroup.com.
However, the information on the website is not part of this prospectus.


                                       39

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