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                                 August 2, 2006

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attn:  Mr. Larry Spirgel, Assistant Director

             Re:      Omnicom Group Inc. ("Omnicom")
                      Annual Report on Form 10-K for the fiscal year ended
                      December 31, 2005 Filed February 24, 2006, and
                      Quarterly Report on Form 10-Q for the quarter ended
                      March 31, 2006
                      Filed May 2, 2006,
                      File No. 001-10551
                      ----------------------------------------------------------

Ladies and Gentlemen:

      This letter responds to the Staff's July 24, 2006 comment letter relating
to Omnicom's Annual Report on Form 10-K for the fiscal year ended December 31,
2005 and Omnicom's Quarterly Report on Form 10-Q for the quarter ended March 31,
2006. Responses are numbered to correspond to those in the comment letter. For
your convenience, the comments are repeated below. All references to "Omnicom,"
"we", "us" and "our" refer to Omnicom Group Inc. and its consolidated
subsidiaries.

                 Form 10-K for the year ended December 31, 2005

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 management, public relations and
      specialty communications. Tell us in more detail your revenue recognition
      policy for each of the sources of revenues described on page 11. Also,
      tell us how each source of revenue relates to your description in the
      fourth sentence of your revenue recognition accounting policy footnote.

      Substantially all of our revenue is derived from fees for services and
      revenue is realized when the service is performed in accordance with the
      terms of each client arrangement and upon completion of the earnings
      process. These principles are the foundation of our revenue recognition
      policy and apply to all client arrangements in each of our service
      disciplines - traditional media advertising, customer relationship
      management, public relations and specialty communications. We have
      summarized additional details regarding the application of our revenue
      recognition policy to these service disciplines below.

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Securities and Exchange Commission
August 2, 2006
Page 2

      Background

      Our business is driven by clients' continuous demand for more effective
      and efficient communications activities, and we strive to provide an
      extensive range of advertising, marketing and corporate communications
      services through various client-centric networks that are organized to
      meet specific client objectives. In an effort to monitor the changing
      needs of our clients, to further expand the scope of our services to key
      clients, and to analyze the success of our agencies in providing a broad
      range of our services, we group revenue into four categories: traditional
      media advertising, customer relationship management, public relations and
      specialty communications.

      Although the medium used to reach a given client's target audience may be
      different across each of these disciplines, the marketing message is
      developed in the same way -- through the use of the intellectual capital
      of our people -- and it is delivered to clients in the same way -- by
      providing professional consulting services. The skill-sets of our people
      across these disciplines are similar. Common to all of the disciplines is
      the ability to understand a client's brand and its selling proposition,
      and the ability to develop a unique message to communicate the value of
      the brand to the client's target audience. For providing these
      consulting services, substantially all of our agencies contract with our
      clients on a fee-for-service / rate-per-hour, or equivalent basis that is
      well understood across agencies and regions.

      Application of our Revenue Recognition Policy

      Revenue is recognized by each of our agencies through the application of
      our overall revenue recognition policies. The basic principles of our
      revenue recognition policies are to realize revenue when the service is
      performed in accordance with the terms of each client arrangement and upon
      completion of the earnings process. Our revenue recognition policies are
      in compliance with Staff Accounting Bulletin ("SAB") 101 "Revenue
      Recognition in Financial Statements" ("SAB 101"), as updated by SAB 104
      "Revenue Recognition" ("SAB 104").

      More specifically, our policy requires the following key elements to be
      satisfied prior to recognizing revenue:

            o     Persuasive evidence of an arrangement must exist;

            o     The sales price must be fixed or determinable;

            o     Delivery, performance and acceptance in accordance with the
                  client arrangement; and

            o     Collection is reasonably assured.

      Because the services that we provide across each of our disciplines are
      similar and delivered to clients in similar ways - through the
      consultative services of our people - all of the key elements set forth
      above apply equally to client arrangements in each of our four
      disciplines.

      Also tell us how each source of revenue relates to the description in the
      fourth sentence of your revenue recognition accounting policy footnote.

      The fourth sentence of our revenue recognition accounting policy footnote
      states "This includes when services are rendered, generally upon
      presentation date for media, when costs are incurred

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Securities and Exchange Commission
August 2, 2006
Page 3

      for radio and television production and when print production is completed
      and collection is reasonably assured."

      As we previously stated, substantially all revenue is derived from fees
      for services. Additionally, a declining portion of our revenue is earned
      from commissions based upon the placement of advertisements in various
      media. More specifically:

            (A)   When services are rendered (in accordance with the client
                  arrangement).

                  This applies to all of our disciplines - the substantial
                  portion of our revenue is derived from fees for services.

            (B)   Upon presentation date for media (in accordance with the
                  client arrangement).

                  This applies to our traditional media advertising businesses
                  which at times earn commissions based upon the placement of
                  advertisements in various media. The commissions are generally
                  derived as a percentage of the cost of the media. In these
                  cases, when the media runs (e.g., the television commercial is
                  aired), the earnings process is complete.

            (C)   When costs are incurred for radio and television production
                  and when print production is completed.

                  This relates to both our traditional media communications and
                  specialty advertising businesses. It should be noted that in
                  the past, industry practice provided that agencies were
                  compensated for their professional services through
                  commissions based upon the production costs of radio,
                  television and print advertisements / commercials (even though
                  production efforts are typically performed by third-parties).
                  The commissions were generally derived as a percentage of the
                  cost of producing the advertisements / commercials. When this
                  is the case (which is infrequent today), the commissions were
                  earned according to the client arrangements are the production
                  costs are incurred, or completed.

                  Although our traditional media advertising and specialty
                  communications businesses currently may perform services
                  related to supervising the development of advertisements /
                  commercials, client arrangements typically provide for fees
                  for these services (as opposed to commissions). Additionally,
                  the actual production of the advertisements / commercials is
                  performed by third-party production companies and is typically
                  a pass-through cost for our agencies.

      Conclusion

      Our revenue recognition policy is based on the principles described above
      and is in compliance with SAB 104. Because the services that our agencies
      provide to our clients are similar, these principles are applied
      consistently across our four service disciplines. The foregoing
      description sets forth a more detailed description of our revenue
      recognition policy, and in light of the Staff's comment, we will consider
      our responses to the Staff's comment when preparing our revenue
      recognition accounting policy disclosures in our upcoming 2006 Form 10-K.

<PAGE>

Securities and Exchange Commission
August 2, 2006
Page 4

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

2.    We note the following provisions in connection 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 considered EITF 00-19 in concluding that you did not need
      to bifurcate 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.

      In accounting for our convertible notes, including the embedded
      instruments described above, we considered the provisions of SFAS 133
      (including paragraphs 13 and 61(d)), as well as DIG B-16 and the EITF
      issues referred to above. We believe that our accounting for our
      convertible notes complies with the provisions of this accounting
      literature.

      Background

      In 2001, we issued $850.0 million zero coupon zero yield convertible notes
      (the "2031 Notes"). In 2002, we issued $900.0 million zero coupon zero
      yield convertible notes (the "2032 Notes"). And, in 2003, we issued $600.0
      million zero coupon zero yield convertible notes (the "2033 Notes"),
      collectively the "Notes". All of the Notes were issued at 100% of the
      principal amount (no discount) and do not have a coupon. The Notes are
      convertible into shares of our common stock at conversion rates specified
      in each of the applicable indentures. The Notes provide the holders with
      the option to require us to repurchase the Notes (put rights) on dates
      specified in the indentures (put dates). The 2031 Notes and 2032 Notes
      have annual put dates and the 2033 Notes have put dates, generally every
      24 or 36 months until 2013. Separately, the Notes provide us with the
      right to redeem the Notes for cash (call right) at any time after dates
      specified in the indentures (call dates). Finally, the Notes provide for a
      predetermined cash interest payment to be made, subject to the average
      market price of our stock during periods specified in the indenture.

      (1)   the right of the note holders to convert the notes into shares of
            your common stock

      The conversion right is not required to be bifurcated and separately
      accounted for. As discussed below, we considered the requirements of SFAS
      133 and we applied EITF 00-19 (paragraphs 12-32) to reach this conclusion.
      We also determined that EITF 98-5 and EITF 00-27 did not change our
      conclusion. We will disclose in our Annual Report on Form 10-K for the
      year ending December 31, 2006 that the conversion right embedded in our
      Notes is not accounted for apart from the Notes.

      Background

      The principal or par value of each Note is $1,000.00. Upon conversion the
      value of each Note can be determined by multiplying the closing share
      price of Omnicom's common stock by the specified, fixed number of shares
      of common stock per note required under the indenture to be issued upon
      conversion (the conversion value) as follows:

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Securities and Exchange Commission
August 2, 2006
Page 5

            2031 Notes - 9.09 shares per note (implying a conversion price of
            $110.01)
            2032 Notes - 9.09 shares per note (implying a conversion price of
            $110.01)
            2033 Notes - 9.71 shares per note (implying a conversion price of
            $103.00)

      The conversion value will be settled by paying the principal ($1,000.00
      par value) in cash and at our option either paying cash or issuing shares
      or a combination of both equal to the remaining accreted value.

      The conversion right is not separable from the Notes and contains standard
      anti-dilution provisions. If the price of our shares does not exceed
      certain thresholds (that are above the implied conversion price above),
      the conversion option cannot be exercised. Notwithstanding this
      requirement, the Notes can be converted if we effect certain extraordinary
      transactions; or if our long-term debt ratings are downgraded to specified
      levels. Although these events could lead to conversion, they would not
      require prepayment of the principal of the Notes.

      Accounting for the Conversion Right under SFAS 133, as amended and EITF
      00-19 (including our consideration of EITF 98-5 and EITF 00-27)

      SFAS 133 (par.11(a) and 12(c)) provides that an embedded derivative
      indexed to a company's own stock that would be classified in shareholder's
      equity if it was a freestanding derivative, is not considered a derivative
      for purposes of the SFAS 133. Therefore, it is not required to be
      accounted for separately from the debt host.

      EITF 00-19 provides the criteria to determine if a freestanding derivative
      indexed to a company's own stock should be classified in shareholder's
      equity upon settlement. Accordingly, we considered EITF 00-19 in
      determining the accounting for the embedded conversion right described
      above and the related requirements to bifurcate the Notes and the embedded
      option to convert the Notes to our shares and account for each separately.

      We concluded that because, upon conversion, the principal was required to
      be settled in cash and only the remaining accreted value could at our
      option be settled in our shares that the Notes were not conventional
      convertible debt, as described in EITF 00-19 and the provisions of APB 14
      "Accounting for Convertible Debt and Debt Issued with Stock Purchase
      Warrants," do not apply. We therefore had to meet the requirements of
      paragraphs 12 through 32 of EITF 00-19 with respect to the portion of the
      conversion right that could be settled in