SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

    September 30, 2009
Via U.S. Mail and Facsimile (212-468-4888)

Paul G. W. Richardson
Group Finance Director WPP plc 6 Ely Place Dublin 2, Ireland
 Re: WPP plc
  Form 20-F for the Fiscal Year Ended December 31, 2008
  Filed May 12, 2009   File No. 0-16350
Dear Mr. Richardson:

We have limited our review of your filing to disclosure relating to your contacts
with countries that have been  identified as a state sponsor of terrorism, and we have the
following comments.  Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues.   At this juncture,
we are asking you to provide us with supplemental information, so that we may better understand your disclosure.  Please be as deta iled as necessary in your response. After
reviewing this information, we may 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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. It appears from your website and the websites of certain of your subsidiaries that
some or your divisions and subsidiaries have offices in Damascus, Syria.  It
appears from various news ar ticles and other public so urces that certain of your
subsidiaries have offices in Iran or Syria,  and have engaged in business activities
associated with Iran and Cuba.
  We note that your Form 20-F does not disc uss contacts with Ir an, Syria and Cuba.
 Iran, Syria and Cuba are identified by th e State Department as state sponsors of
 terrorism, and are subject to U.S. economi c sanctions and export controls.  Please

Paul G. W. Richardson
WPP plc
September 30, 2009 Page 2   describe to us the nature and extent of  your past, current, and anticipated contacts
 with Iran, Syria and Cuba, whether through a ffiliates, distributors , or other direct
 or indirect arrangements.  Your respons e should describe any services you have
 provided into those countries, and any agreements, commercial arrangements, or
 other contacts you have had with the gove rnments of those  countries or entities
 controlled by
 those governments.
2. Please discuss the materiality of your c ontacts with Iran, Syria and Cuba, and
whether those contacts constitute a materi al investment risk for your security
holders.  You should address materiality in quantitative term s, including the
approximate dollar amounts of any associat ed revenues, assets, and liabilities for
the last three fiscal years and any subsequent period.  Also, address materiality in terms of qualitative factors that a reasona ble investor would deem important in
making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  As you may be aware, various state and municipal governments, universities, and  other investors have
proposed or adopted divestment or simila r initiatives regarding investment in
companies that do business with state s ponsors of terrorism.  Your materiality
analysis should address the potential imp act of the investor  sentiment evidenced
by such actions directed toward companies that have operations associated with Iran, Syria and Cuba.
* * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a re sponse.  Please submit your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to the 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.

Paul G. W. Richardson
WPP plc September 30, 2009 Page 3
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.
 Please understand that we may have addi tional comments after we review your
response to our comment.  Pl ease contact Jennifer Hardy, Special Counsel, at (202) 551-
3767 if you have any questions about the commen t or our review.  You may also contact
me at (202) 551-3470.          S i n c e r e l y ,

          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Larry Spirgel   Assistant Director  Division of Corporation Finance
 Ralph Norton, Esq. (via facsimile)
 Davis & Gilbert