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May 8, 2009

VIA EDGAR

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.

Annual Report on Form 10-K for the fiscal year ended December 31, 2008

Filed February 27, 2009

File No. 1-10551

Dear Mr. Spirgel:

This letter responds to the Staff’s April 24, 2009 comment letter relating to Omnicom’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Responses are numbered to correspond to those in the comment letter. For your
convenience, the comments are repeated below. All reference to “Omnicom”,
“we”, “us” and “our” refer to Omnicom Group Inc. (“Omnicom”)

Form 10-K for the fiscal year ended December 31, 2008

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1.

We note that goodwill accounted for
42% of total assets as of
December 31, 2008. We
also noted that revenues, operating income
and net income have declined in
the
fourth quarter due to the negative
impact of the current economic environment.
We
note that you performed your annual
goodwill impairment test in the second
quarter
of 2008 and concluded that goodwill
was not impaired. Tell us whether
you
performed subsequent interim impairment tests. If
you did not, tell us why,
addressing the factors in paragraph 8
of SFAS 144. You should discuss
in your critical
accounting policies and estimates the factors
you considered in determining why no
interim impairment under SFAS 142 was
required.

As discussed in our 2008 Form 10-K, we recognize that SFAS 142 requires an interim impairment test when certain events occur, including a significant adverse change in the business climate.

While there had been a decline in economic conditions
globally, the impact of the economic decline on our businesses in the fourth quarter of 2008,

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May 8, 2009

Page 2

was not as severe. Further, during the fourth quarter, the market capitalization of our equity was never less than 195% of its book value.
Notwithstanding these facts, given the impending uncertainty in the business environment at the end of 2008, we believed that it was prudent to perform an interim impairment test of our goodwill prior to filing our December 31, 2008 Form 10-K. We
performed such an analysis in connection with the preparation of our year-end financial statements. Based on the results of this analysis, we concluded that our goodwill was not impaired as of December 31, 2008.

In preparing our 2008 Form 10-K, we also concluded that disclosure of the results of our interim impairment was not warranted because: (a) the decline in our business on a constant currency basis in the fourth quarter was not significant; (b) our
market capitalization during the quarter was at least two times our book value; and (c) after performing our interim impairment analysis, we concluded that our goodwill was not impaired. However, in light of the Staff’s comments, we included the following
additional disclosure in the Critical Accounting Policies section in Item 2, Management’s Discussion and Analysis of our Form 10-Q for the three months ended March 31, 2009, filed with the SEC on April 29, 2009:

“Goodwill: In accordance with SFAS No. 142, we perform our annual impairment test on our goodwill balances as of the second quarter of each year, and also whenever events or circumstances, as defined in SFAS 142, trigger the need
for an interim evaluation for impairment. In the later part of 2008, contractions in the global economy, a decline in consumer spending, rising unemployment and other factors accelerated the global recession. This global recession has reduced
clients’ spending on the services that our agencies provide. As a result, our revenues and profits declined in the fourth quarter of 2008 compared to the fourth quarter of the prior year. Under SFAS 142 a significant adverse change in business
conditions typically triggers an evaluation of goodwill for impairment prior to the required annual review. Although the decline we experienced in our business on a constant currency basis in the fourth quarter was not significant, given the
generally negative economic environment, we updated our impairment analyses for each of our reporting units as of December 31, 2008.

In performing the impairment test for goodwill, SFAS 142 requires that we estimate the fair value of our five reporting units and compare the fair value to the carrying value of each reporting unit to determine if there is a potential impairment. If
there is a potential impairment, SFAS 142 requires that additional analysis be performed to determine the amount of the impairment, if any, to be recorded.

We use several valuation methodologies to determine the fair value of our reporting units, including: (1) the income approach which utilizes discounted expected cash flows, (2) comparative market participant multiples for revenue and EBIT (earnings
before interest and taxes), and (3) when available, consideration of recent and similar transactions. Due to the continued deterioration and volatility of the global capital

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Page 3

markets during the fourth quarter of 2008, we determined that updating our valuations using the income approach was the most appropriate methodology for our SFAS 142 interim analysis. In updating our valuations, we adjusted the assumptions in our
discounted cash flow analysis, to reflect our view of the impact of market conditions on our businesses and to reflect market participant assumptions that were consistent with the economic environment as of December 31, 2008. We concluded that our
goodwill was not impaired based on, among other factors, the following:

During the fourth quarter of 2008 the average aggregate market capitalization of our equity was $5.3 billion greater than our aggregate book value and the daily aggregate market capitalization values were never less than 195% of our aggregate
book value.

The fair values of each of our reporting units based on the income approach were substantially in excess of their respective net book values, ranging from an excess of 24% to more than 100%.

The fair value of the aggregate market capitalization of our equity approximated the sum of the fair values of the reporting units using the income approach and without assuming a control premium.

Business conditions remained weak during the first quarter of 2009, and we also experienced a decline in our revenue and net income as compared to the comparable prior year period. However, we believe the operating assumptions we made when updating
our impairment test as of December 31, 2008 continue to apply as of March 31, 2009. Further, we believe the discount rates we used at December 31, 2008, which varied by reporting unit and ranged between 12.9% and 13.5%, reflected general market
conditions and reporting unit specific factors and remain reasonable as of March 31, 2009. Accordingly, we concluded that the goodwill for each of our reporting units is not impaired as of March 31, 2009. Recognizing that business conditions remain
uncertain we will perform our annual valuation as of June 30, 2009. If market conditions or our outlook for our businesses do not decline significantly as compared to the first quarter, we do not expect a change in our conclusion as of that date.
However, there can be no assurance with regard to this issue in as much as it is based upon future circumstances which cannot be determined at this time.”

In addition, we are in the process of performing our required annual goodwill impairment test as of June 30, 2009. We are providing the Staff with our proposed disclosure in Attachment 1, which we will include in our June 30, 2009 Form 10-Q and all
future filings, as appropriate. The proposed disclosure assumes that the analysis will show that goodwill is not impaired; if this is not the case, the disclosure will be appropriately modified.

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Page 4

2.

In light of the significance of
your goodwill balance, we expect robust
and
comprehensive disclosure in your critical
accounting policies regarding
your impairment testing policy.  This
disclosure should provide investors
with sufficient information about management’s
insights and assumptions
with regard to the recoverability of
goodwill.  Specifically, we believe you
should provide the following information:

    Provide a more detailed description of
the steps you perform to review
goodwill for recoverability

As set forth above, in our March 31, 2009 Form 10-Q, we expanded the disclosure we typically include in our annual Form 10-K to describe in greater detail the three methods we employ to review goodwill for recoverability: (1) the income approach, which
utilizes discounted expected cash flows, (2) comparative market participant multiples of revenue and EBIT (earnings before interest and taxes), and (3) when available, consideration of recent and similar transactions. In addition, in the expanded
disclosure in our March 31, 2009 Form 10-Q, we clarified that, due to the recent volatility in the capital markets, we believed as of December 31, 2008  the income approach was the most appropriate methodology to use in our interim impairment
analysis. We will include these changes in our future filings, and we will add other clarifications as circumstances require.

We are in the process of updating our required annual impairment test as of June 30, 2009. We are providing the Staff in Attachment 1 a proposed pro forma disclosure that describes the estimates and assumptions made in connection with our annual
impairment test as of June 30, 2009. We will include this disclosure in the Critical Accounting Policies and Estimates discussion in the MD&A section of our June 30, 2009 Form 10-Q and other future filings, as appropriate.

    Disclose a breakdown of your goodwill
balance as of December 31, 2008
by reporting unit

After completing our annual impairment test as of June 30, 2008 and our subsequent interim impairment analysis as of December 31, 2008, we concluded that the fair values of each of our reporting units were substantially in excess of their respective
net book values, including goodwill. At December 31, 2008, the decline in the fair value of our reporting units that would need to occur in order to fail step one of our goodwill impairment test (the “Threshold”) is as follows (dollars in millions):

      Number of

        Reporting Units

      Goodwill

          Threshold

    2

    $2,010.6

      >85%

    2

    $1,731.7

      >55%

1

$3,477.9

      >20%

Because the fair values were substantially in excess of the net book values, we determined that disclosure of the individual goodwill amounts by reporting unit did not add meaningful information to our conclusion
that our goodwill was not impaired at December 31, 2008. However, when preparing the additional disclosures included in our March 31, 2009 Form 10-Q, we quantified the amount by which the fair values of our reporting units exceeded their respective
book values. Additionally, we have included in our proposed pro forma disclosure in Attachment 1, both the goodwill balances by reporting unit and the percentage by which the fair value would have to decline to be below book value and fail step one
of the goodwill impairment test.

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    Describe the nature of the valuation techniques you employed in performing impairment tests.  Qualitatively and quantitatively describe the significant estimates and assumptions used in your valuation model to determine
 the fair value of your reporting units in your impairment analysis. For example, if you utilize the discounted cash flow approach, you should disclose at a minimum:

1)

the discount rates for each reporting
unit and how those discount rates
were determined,

2)

how cash flows were determined, including
your assumed growth rates,
period of assumed cash flows and
determination of terminal value, and

3)

your consideration of market risk premiums

We have clarified in our March 31, 2009 Form 10-Q that for our interim impairment analysis as of December 31, 2008, we employed the income approach and used a discounted expected cash flow valuation model. We included the range of discount rates
used in the model (12.9% to 13.5%) and we clarified that the assumptions of cash flows from our businesses, growth rates and other assumptions used in the model reflect the market conditions and market participant assumptions that existed as of December
31, 2008.

We are in the process of updating our annual impairment test as of June 30, 2009. We will include the significant assumptions used in connection with this valuation in our June 30, 2009 Form 10-Q and future filings, as appropriate. A sample of the
disclosure we are proposing to include is included in Attachment 1.

    Describe changes to the assumptions and
methodologies, if any, since your
annual impairment test.  In addition, tell
us how the assumptions in your
most recent test were impacted by
the current economic environment. For
example, you should explain in detail
how your discount rates reflect the
market risk premiums that have been
noted in the current equity and
debt  markets

In light of the decline in the global economy compared to the assumptions used in our annual impairment test as of June 30, 2008, we adjusted our operating and growth rate assumptions downward and increased our weighted average cost of capital and
the resulting discount rate assumptions used in our discounted cash flow analysis to reflect the increase in risk premiums reflected in the equity and debt markets at December 31, 2008.

The discount rates used were updated for each reporting unit to a range of 12.9% - 13.5% to better reflect market conditions existing as of December 31, 2008. Although risk free interest rates had significantly decreased in the latter  half of 2008, this
decrease in rates was more than offset by increased credit risk premiums in the marketplace, resulting in the overall increase in the discount rates we used in our December 31, 2008 interim impairment test. Our long-term cash flow

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Page 6

growth rate assumptions, which we used to derive the perpetuity value, for each reporting unit at December 31, 2008 was equal to 4.5% and the rate for certain reporting units was reduced by 20% when compared to the assumptions used in our annual
impairment test as of June 30, 2008. We believe that this assumption is conservative in that it is less than 50% of our actual compound annual growth rate for the last ten years. The short-term growth rates and operating assumptions used in our
interim impairment test were reduced from  the assumptions used in our annual test as of June 30, 2008 and reflected significantly lower revenue growth through 2010 along with declining margins.

As discussed above, our March 31, 2009 Form 10-Q includes a discussion of how we considered the impact of the decline in the global economy and the downward pressure on valuations that arose from the current market environment in performing our
interim impairment review as of December 31, 2008. We are in the process of updating our required annual impairment test as of June 30, 2009. Attachment 1 to this letter includes additional proposed pro forma disclosures to be included in our June
30, 2009 Form 10-Q which will address any changes that we make in assumptions or methodologies used in our annual goodwill impairment test.

    Further disclose any changes to your
reporting units or allocations of goodwill
by reporting unit and the reasons
for such changes

The reporting units and goodwill allocated to each reporting unit used in connection with our December 31, 2008 interim impai