SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

    November 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   Response Letter Filed November 13, 2009
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. We note your response to our prior comment s.  We note that according to your
website, your Mindshare and Intermarkets divisions have offices in Damascus,
Syria and according to a j ob posting on gulftalent.com, your Y & R subsidiary has
an office in Iran.  You did not discuss these contacts in your November 13, 2009
letter.  Please discuss these offices, in cluding the services provided in these
offices and the amount of associated reve nues for each of the last three fiscal
years.

Paul G. W. Richardson
WPP plc
September 30, 2009 Page 2
2. We note the representation in your N ovember 13, 2009 lett er that Hill &
Knowlton Belgium, an affiliate, provided services to the United Kingdom subsidiary of Melli Bank.  As you may know, Bank Melli, its branches and certain
subsidiaries have been designated by the U.S. Department of Treasury for
proliferation activities, including the pr ovision of banking services to entities
involved in Iran’s nuclear and ballistic missile programs and the facilitation of
purchases of sensitive materials for Iran’s nuclear and missile programs.  Please expand your materiality discussion to address specifically the potential
reputational impact of your affiliate’s provision of services to Bank Melli.

* * * *

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.

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.

Paul G. W. Richardson
WPP plc September 30, 2009 Page 3
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