-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
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 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 AmeixWC2n3PVLkpq8C4PZaY7EXZyE5V2Go0fdNYFMVkT2AiznkU3EhwqnaQVvPUI
 hBYJ2nDFK5icDtCvgpIcKg==

<SEC-DOCUMENT>0000891092-04-002578.txt : 20040519
<SEC-HEADER>0000891092-04-002578.hdr.sgml : 20040519
<ACCEPTANCE-DATETIME>20040519164015
ACCESSION NUMBER:		0000891092-04-002578
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20040519

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OMNICOM FINANCE INC
		CENTRAL INDEX KEY:			0001269046
		IRS NUMBER:				133468626
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112841-01
		FILM NUMBER:		04819059

	MAIL ADDRESS:	
		STREET 1:		437 MADISON AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OMNICOM CAPITAL INC
		CENTRAL INDEX KEY:			0001269043
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-ADVERTISING AGENCIES [7311]
		IRS NUMBER:				061582649
		STATE OF INCORPORATION:			CT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112841-02
		FILM NUMBER:		04819060

	MAIL ADDRESS:	
		STREET 1:		ONE E WEAVER ST
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06831

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OMNICOM GROUP INC
		CENTRAL INDEX KEY:			0000029989
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-ADVERTISING AGENCIES [7311]
		IRS NUMBER:				131514814
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-55386
		FILM NUMBER:		04819058

	BUSINESS ADDRESS:	
		STREET 1:		437 MADISON AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		2124153700

	MAIL ADDRESS:	
		STREET 1:		437 MADISON AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DOYLE DANE BERNBACH GROUP INC
		DATE OF NAME CHANGE:	19861117

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DOYLE DANE BERNBACH INTERNATIONAL INC
		DATE OF NAME CHANGE:	19850604

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DOYLE DANE BERNBACH INC
		DATE OF NAME CHANGE:	19781226
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>e17878_424b3.txt
<DESCRIPTION>PROSPECTUS SUPPLEMENT
<TEXT>
                                                FILED PURSUANT TO RULE 424(B)(3)
                                                      REGISTRATION NO. 333-55386

                                  $850,000,000

                               OMNICOM GROUP INC.
                              OMNICOM CAPITAL INC.
                              OMNICOM FINANCE INC.
                     Liquid Yield Option(TM) Notes Due 2031
                              (Zero Coupon-Senior)

                    PROSPECTUS SUPPLEMENT DATED MAY 19, 2004
                      TO PROSPECTUS DATED FEBRUARY 26, 2001

      The selling securityholders table on page 30 of the prospectus is hereby
further amended to update the information to include the following entities as
selling securityholders in the prospectus and to list their total amount of
Liquid Yield Option(TM) Notes due 2031:

<TABLE>
<CAPTION>
                                                            AGGREGATE
                                                         PRINCIPAL AMOUNT                           COMMON            COMMON
                                                           OF NOTES AT         PERCENTAGE           STOCK             STOCK
                                                          MATURITY THAT         OF NOTES        OWNED PRIOR TO      REGISTERED
NAME                                                       MAY BE SOLD         OUTSTANDING        CONVERSION         HEREBY(1)
- ----                                                     ----------------      -----------      --------------      ----------
<S>                                                         <C>                    <C>                <C>             <C>
Merrill Lynch, Pierce, Fenner & Smith Inc.                  13,000,000             1.44               --              118,170
</TABLE>

* Less than 1%

- ----------
(1)   Assumes conversion of all the holder's LYONs at a conversion rate of 9.09
      shares of common stock per $1,000 principal amount at maturity of the
      LYONs. However, this conversion rate will be subject to adjustment as
      described under "Description of the LYONs -- 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 was the initial
      purchaser in the private placement on February 7, 2001 in which the LYONs
      were originally issued. Merrill Lynch has advised us that it is not aware
      of any position, office or directorship relationship that it has had with
      Omnicom or its affiliates. However, Merrill Lynch has advised us that it
      may have, from time to time, acted in a financial investment advisory
      capacity to Omnicom.

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

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
