SecProbe.io

Mail Stop 3720           September 27, 2007

By U.S. Mail and facsimile to (212) 415-3574
 John D. Wren Chief Executive Officer Omnicom Group Inc. 437 Madison Avenue New York, NY 10022
Re:  Omnicom Group Inc.  Definitive Schedule 14A   Filed April 23, 2007
File No. 1-10551
 Dear Mr. Wren:
We have limited our review of your definitive proxy statement  to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
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 filings.  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 me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

John D. Wren
Omnicom Group Inc.
September 27, 2007 Page 2   Corporate Governance, page 1

Board Operations, page 2
1. Refer to your disclosure on page thre e regarding the governance committee.
Please disclose the “additional information and materials required by [y]our by-laws” that a shareholder must provide you in order to nominate a director
candidate.  See Regulati on S-K Item 407(c)(2).
 Executive Compensation, page 5

Compensation Discussion and Analysis, page 5

Omnicom’s Executive Compensation Program and Philosophy, page 5
2. On page five you state that, to achiev e the overarching goal of your compensation
program, you pay each executive based on, in part, “individual performance of such executive officer, which is measur ed by looking at factors such as the
success of such executive’s individual business unit…, his co ntribution to that
success, and various personal performance f actors….”  You also state that “there
is no standard compensation formula that  can be applied to  all of [y]our
executives.”  On pages seven through nine  you make similar statements about the
individually-tailored considerations the compensation committee makes in
determining base salary levels and incentive compensation amounts.  Throughout
your Compensation Discussion and Analysis, please disclose more specifically
how the committee’s or the board’s consideration of these individual
performance, subjective and other menti oned factors resulted in the amounts the
committee or the board determined each officer earned for each compensation element for the last completed fiscal year.
Determination of Compensation Awards and Competitive Considerations, page 6

3. Refer to your disclosure on pages six and seven regarding your compensation
consultant’s work and the committee’s cons iderations of competitive information.
Identify all of the companies that you considered for benchmarking purposes, and
indicate why you chose these companie s for purposes of benchmarking your
executive compensation.  Discuss how your compensation committee considered the levels and elements of the benchmarked companies’ compensation in determining the various levels and elemen ts of your executive compensation.  See
Regulation S-K Item 402( b)(2)(xiv).  Also disc uss how the compensation
committee used the benchmarking information to determine the levels and elements of your executive officer compen sation.  Please explain the references to
“competitive” and “highly competitive” compensation.  Disclose targets for total

John D. Wren
Omnicom Group Inc.
September 27, 2007 Page 3
and/or individual elements of compensati on.  Disclose actual compensation as a
percentile of the peer group data and, where the actual pe rcentile differs from the
target, explain why.
4. You disclose on page six that the chie f executive officer “annually reviews the
performance of each named executive officer, excluding himself,” and recommends to the compensation committee the compensation for the other named executive officers.  Please describe what aspects of performance or other
factors the chief executive officer considered in reaching his recommendation for each of the other named executive officers.
Annual Performance-Based Compensation Awards, page 7

5. Refer to your disclosure on page ei ght regarding when the compensation
committee establishes performance criteria and bonus award targets for the fiscal
year.  To the extent you have available information regarding such criteria and
targets for the current fiscal year because you already have set such criteria and targets, please disclose them in your Compensation Discussion and Analysis or
provide supplemental analysis  consistent with comment below.  See Instruction 2
to Regulation S-K Item 402(b)(2).
6. On page eight you disclose the types of  performance measures the committee
established for determining annual incentive compensation fo r the last fiscal year.
For each named executive officer, please disclose the performance targets for these measures.  To the extent you believe that disclosure of these targets is not
required because it would result in competitive harm such that you may omit this
information under Instruction 4 to Item 402(b) of Regulation S-K, please provide
in your response letter a detailed explanation for such  conclusion.  Also, disclose
how difficult it would be for the executiv e or how likely it would be for you to
achieve the undisclosed performance target s.  General statements regarding the
level of difficulty or ease associated with  achieving the targets are not sufficient.
In discussing how difficult it  will be for an executive or  how likely it will be for
you to achieve the target and threshold leve ls or other factors,  provide as much
detail as necessary without providing info rmation that would result in competitive
harm.  To the extent the targets are not stated in quantitative terms, explain how you determine the officer’s achievement le vels for that performance measure.
7. For each named executive officer, disclose how much weight you give to achievement of Omnicom performance goa ls versus individual or network
performance goals in determining annual performance-based compensation awards.
8. Refer to your discussion on page eight rega rding the possibility of discretionary
adjustments to incentive awards by the co mmittee.  Clarify whether discretion has

John D. Wren
Omnicom Group Inc.
September 27, 2007 Page 4
been exercised by the board or compensation committee either to award compensation absent attainment of the re levant performance goal(s) or to reduce
the size of any award or payout.  Identify any particular exercises of discretion,
and state whether it applied to one or more specified named executive officers or
to all compensation subject to the releva nt performance goal(s).  See Regulation
S-K Item 402(b)(2)(vi).  Also indicate whether th ere are any guidelines the
committee has followed in exercising its discretion regarding the matters listed on page eight, and, if there are any, explain what those guidelines are.
 Long-Term Incentive Compensation, page 9

9. Please disclose more specifically how the factors considered by the committee led to the level of restricted  stock awards granted to each of the named executive
officers.
10. Disclose the performance goals for the ve sting of options that you reference in
footnote three to the outstandi ng equity awards table.  See Instruction 2 to Item
402(b) of Regulation S-K.
 Employment and Retention Agreements, page 10

11. We note the various arrangements you ha ve with the named executive officers
and various scenarios descri bed in the section starting on page 17.  Please discuss
how these arrangements fit in to your overall compensation objectives and affected
the decisions you made regarding other compensation elements.  Also, discuss
why the termination payment arrangements  contain the terms and payout levels
set forth in your disclosure.
Summary Compensation Table, page 13
12. You disclose in note five to the “All Other Compensation” column of the summary compensation table that Mr. R oberts received a special bonus.  Please
describe the special bonus paid to Mr. Robertson so that it is apparent why he received the bonus and why you have not included this amount in the bonus column of the table.

Directors’ Compensation for Fiscal 2006, page 22

13. To the extent applicable, disclose all assu mptions made in the valuation of awards
in the stock awards column of the tabl e by reference to a discussion of those
assumptions in your financial statements, f ootnotes to the financial statements, or
discussion in management’s discussion and analysis.  See Instruction to
Regulation S-K Item 402(k), which refers to Instruction 1 to Item 402(c)(2)(v)
and (vi).

John D. Wren
Omnicom Group Inc. September 27, 2007 Page 5  14. For each director, disclose by footnote to the stock awards  column of the director
compensation table the grant date fair va lue of each equity award computed in
accordance with FAS 123R.  S ee Instruction to Regulation S-K Item 402(k)(2)(iii)
and (iv).
  Please respond to our comments by Octobe r 26, 2007, or tell us by that time when
you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment 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.
  When you respond 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 filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities 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 Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3350 with any questions.

Sincerely,    Kathleen Krebs Special Counsel