SecProbe.io

Mail Stop 3561

       July 24, 2006

Via U.S. Mail and Fax (212-817-6551)
Randall J. Weisenburger
Executive Vice President and
Chief Financial Officer
Omnicom Group, Inc.
437 Madison Ave.
New York, NY  10022

RE: Form 10-K for the fiscal year ended December 31, 2005
Filed February 24, 2006, and
Form 10-Q for the quart er ended March 31, 2006
Filed May 2, 2006,
File No. 1-10551

Dear Mr. Weisenburger:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ents.  Where indicated, we
think you should revise your docum ents in response to these comments.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this information, we may or may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Randall J. Weisenburger
Omnicom Group
July 24, 2006 Page 2
Form 10-K for the year ended December 31, 2006

Note 1 Summary of Significant Accounting Policies, page F-8

1. We note on page 11 that you generate revenues from traditional media advertising, customer relationship mana gement, public relations and specialty
communications. Tell us in more detail your revenue recognition policy for each of the sources of revenues described on pa ge 11.  Also, tell us how each source of
revenue relates to your de scription in the fourth sentence of your revenue
recognition accounting policy footnote.

Note 4 Long-Term Debt and Convertible Notes, page F-15

2. We note the following provisions in c onnection with the issuances of the
Convertible Notes: (1) the right of the note holders to convert the notes into shares
of your common stock; (2) the note holders’  right to put the notes back to you for
cash in February of each year; (3) your agreement not to redeem the notes for cash before February 7, 2009; and (4) your possible requirement to pay contingent
cash interest.  Tell us how you accounted for each embedded instrument described above under SFAS 133.  Tell us how you c onsidered EITF 00-19 in concluding
that you did not need to bi furcate the conversion option from the host contract.
Also tell us how you considered EITF 98-5 and EITF 00-27 in your accounting.
With regard to the put option, tell us how  considered paragraphs 13 and 61(d) of
SFAS 133 and DIG B-16 in your accounting.

3. We note that you made a payment of $33.5 million in August 2005 to holders of
your 2032 Notes to not exercise certai n put rights and, in November 2004, you
paid $14.8 million and $1.5 million in the aggr egate, respectively, to consent to
certain amendments to your indentures and not to exercise cert ain put rights.  In
this regard, it is unclear to us why am ortization of these payments under GAAP is
appropriate. Please revise or advise in detail addressing the relevant accounting
literature. Also, tell us whether the payment to the note holders to not exercise their put rights was part of the indenture agreement, or was separately negotiated.
In addition, tell us how the pa yment amount was calculated.

*    *    *    *

Mr. Randall J. Weisenburger
Omnicom Group
July 24, 2006 Page 3

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested suppl emental information.  Please file your
response letter on EDGAR.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Joe Cascara no, Staff Accountant, at ( 202) 551-3376 or Carlos Pacho,
Senior Assistant Chief Accountant at (202) 551-3835 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.

       S i n c e r e l y ,

       L a r r y  S p i r g e l
       A s s i s t a n t  D i r e c t o r