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[Omnicom Letterhead]

December 14, 2007

By U.S Mail and
facsimile to (202) 772-9205

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
100 F Street N.E.

Washington, DC  20549

 Re:

Omnicom
Group Inc.
 Definitive Schedule 14A
 Filed April 23,
2007
 File No. 1-10551

Dear Ms. Krebs:

                This
letter sets forth the responses of Omnicom Group Inc. (the “Company”) to the comments of
the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and
Exchange Commission (the “Commission”), received by facsimile on September 27, 2007, to
the Company’s definitive Proxy Statement on Schedule 14A, filed April 23, 2007 (the “Proxy
Statement”). For your convenience, we have set forth each of the Staff’s original
comments immediately preceding our response.

Corporate Governance,
page 1

Board Operations, page
2

1.

Refer
to your disclosure on page three 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 Regulation S-K Item
407(c)(2).

Response:

The Company will, in future filings,
include a description of the “additional information and materials required by our bylaws” that
a shareholder must provide us in order to nominate a director candidate.  Specifically,
the Company’s bylaws provide that the notice of a shareholder’s intention to nominate a
director candidate must include, as to each nominee and such shareholder, the information
as to such nominee and shareholder

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
December 14, 2007

Page 2

that would be required to be
included in a proxy statement under the proxy rules of the Commission if such shareholder
were to solicit proxies from all shareholders of the Company for the election of such
nominee as a director and such solicitation were one to which Rules 14a-3 to 14a-12 under
the Securities Exchange Act of 1934, as amended, apply.

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 achieve the overarching goal of your compensation program,
you pay each executive based on, in part, “individual performance of such executive
officer, which is measured by looking at factors such as the success of such
executive’s individual business unit..., his contribution to that success, and
various personal performance factors....” 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 mentioned
factors resulted in the amounts the committee or the board determined each officer
earned for each compensation element for the last completed fiscal year.

Response:

The Company will include in its
future filings a more specific discussion regarding the manner in which the Compensation
Committee’s (the “Committee”) or the Board’s consideration of individual performance,
qualitative and other mentioned factors resulted in the amounts the Committee or the
Board determined each named executive officer earned for each compensation element for
the last completed fiscal year to the extent material and applicable.

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
December 14, 2007

Page 3

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 considerations of competitive information. Identify all of the
companies that you considered for benchmarking purposes, and indicate why you chose
these companies 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 elements
of your executive compensation. See Regulation S-K Item 402(b)(2)(xiv). Also
discuss how the compensation committee used the benchmarking information to
determine the levels and elements of your executive officer compensation. Please
explain the references to “competitive” and “highly competitive” compensation. Disclose
targets for total and/or individual elements of compensation. Disclose actual
compensation as a percentile of the peer group data and, where the actual percentile
differs from the target, explain why.

Response:

The Company will include in future
filings the identity of the companies used by the Committee as peer group members for
purposes of benchmarking our executive compensation, including how the Committee
considered the benchmarking information and the levels and elements of the benchmarked
companies’ compensation in determining our executive compensation.

Supplementally, the Company advises
the Staff that while the Company reviewed compensation levels gathered from an identified
benchmark peer group, such data did not have a material impact on the Committee’s
determinations of the levels and elements of our executives’ compensation.  The Company
generally uses benchmarking to ensure that the Company’s compensation levels and elements
are consistent with market standards.  The benchmark peer group the Company reviewed
consisted of companies of comparable size and operational complexity, comprised of
Accenture, Affiliated Computer Services, Automatic Data Processing, CGI Group, Clear
Channel Communications, Computer Sciences, Electronic Data Systems, First Data, Fiserv,
Interpublic Group of Companies, News Corp, Unisys and WPP Group.

In addition to data relating to the
foregoing benchmark peer group, the Company reviewed aggregated data compiled from
several hundred service-industry companies, as indicated in general third-party surveys.
 While the Company reviewed compensation

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
December 14, 2007

Page 4

levels and elements derived from
this supplemental industry data, the Committee did not see the identity of any of the
surveyed companies and such aggregated data did not have a material impact on the
Committee’s determinations of the levels and elements of our executives’ compensation.
 The survey analysis supplemented the benchmark data and provided total compensation
information based on position and responsibilities. The Company intends to continue using
general compensation surveys to analyze its executive compensation policies and
practices.  The Company respectfully submits that, with respect to aggregated data
derived from general market survey groups of hundreds of different companies, none of
which is identified by name,  the identification of each company contained in such
surveys would not provide meaningful information to investors and would interfere with
the goal of providing a concise discussion of the Company’s use of such information.  In
future filings, in the event that the Company uses aggregate survey information based on
hundreds of companies within the service industry that are identified by name and the
analysis of such aggregate information has a material impact on the determination of
compensation levels and elements, the Company will identify each company included in the
survey.

As described above, the Committee
generally reviews compensation levels and elements of benchmark groups only to ensure
that the Company’s compensation levels and elements are consistent with market standards.
 The Committee has specifically not adopted the view that any named executive officer’s
compensation package should fall within a particular quartile, median, or range relative
to our peer group or the service-industry companies.

4.

You
disclose on page-six that the chief 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.

Response:

The Company’s Chief Executive
Officer considered the aspects of performance or other factors described throughout our
Compensation Discussion and Analysis in reaching his recommendation for each of the other
named executive officers.  We confirm that in future filings we will clarify the fact
that our Chief Executive Officer considers those factors in making his recommendations to
the Committee.

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
December 14, 2007

Page 5

Annual
Performance-Based Compensation Awards, page 7

5.

Refer
to your disclosure on page eight 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).

Response:

We respectfully submit that
Instruction 2 of Item 402(b) of Regulation S-K does not require disclosure of the Company’s
performance criteria and bonus award targets for the current fiscal year.  Instruction 2
of Item 402(b) of Regulation S-K states that the Compensation Discussion and Analysis “should
also cover actions regarding executive compensation that were taken after the registrant’s
last fiscal year’s end.”  Instruction 2 further provides that “[a]ctions that should be
addressed might include, as examples only, the adoption or implementation of new or
modified programs and policies or specific decisions that were made or steps that were
taken that could affect a fair understanding of the named executive officer’s
compensation for the last fiscal year.”  Instruction 2 indicates that compensation
actions or decisions after the fiscal year end should be disclosed if such actions or
decisions could affect a fair understanding of a named executive officer’s compensation
for the fiscal year. Question 3.03 of the Item 402 Regulation S-K Interpretations, last
updated August 8, 2007, also indicates that companies are only required to include
disclosure about actions regarding executive compensation taken in a period after a
completed fiscal year where necessary to an understanding of a named executive officer’s
compensation for the completed fiscal year.

Awards under the Company’s Senior
Management Incentive Plan are made on an annual basis and are based on specific
performance criteria and bonus award targets set only for the fiscal year of the award.
 The incentive awards paid to the Company’s named executive officers under the Senior
Management Incentive Plan in any given year are not affected by the performance criteria
and bonus award targets set in subsequent years for subsequent year incentive awards.  As
a result, disclosure of the confidential criteria and targets for a subsequent fiscal year’s
incentive award is not necessary for a fair understanding of the named executive officer’s
compensation for the preceding fiscal year.  Consequently, we do not believe disclosure
of the specific performance criteria and

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
December 14, 2007

Page 6

bonus award targets for 2007 was
required under Instruction 2 of Item 402(b) of Regulation S-K.

6.

On
page eight you disclose the types of performance measures the committee established for
determining annual incentive compensation for 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 executive or how likely it would be for you to achieve the
undisclosed performance targets. 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 levels or other factors, provide as much
detail as necessary without providing information 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 levels for that performance measure.

Response:

With respect to the disclosure of
specific performance targets underlying the incentive compensation of the named executive
officers for 2006, the Proxy Statement disclosed the financial metrics by which the
targets are established and the general nature of the Company’s strategic objectives.
 The Company did not disclose the specific earnings per share and revenue targets,
because to do so would have caused competitive harm to the Company and thus were properly
omitted pursuant to Instruction 4 to Item 402(b).

The Company is a global services
business and salary and service costs represent over 80% of our cost structure. The
Company transacts business in the highly competitive space of global advertising,
specialty communications, marketing and media buying.  Success in these disciplines is
highly dependent upon the individual creative talent that companies are able to hire and
retain, particularly at the executive management ranks.  Due to the fact that the ability
to attract and retain individual creative talent is a key driver of the success of
companies in our industry and the fact that the identities of the individuals driving the
success of each such company are easily identifiable throughout the industry, our
industry is perpetually subject to a high risk that key personnel will be lured away by a
competitor.  As we have disclosed prominently in our Risk Factors in our

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
December 14, 2007

Page 7

Form 10-K report for the year ended
December 31, 2006, “our employees are our most important assets.” Accordingly, we
respectfully submit that the disclosure of such internal financial targets as they relate
specifically to executive compensation would provide our competitors with valuable
competitive insight into the Company’s financial incentive structure and provide such
competitors with the direct data they need to solicit or otherwise induce our officers
and employees to accept employment with them, which would materially impair our ability
to manage our business. To lose such talent because a competitor gains an advantage
through the disclosure of specific internal financial targets would cause substantial and
irreparable harm to the Company’s competitive position and fits squarely within the type
of information protected and not required to be disclosed under National Parks and
Conservation Association v. Morton, 498 F.2d 765 (D.C. Cir. 1974) and Burke Energy
Corporation v.