SecProbe.io

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

 DIVISION OF
CORPORATION FINANCE

December 13, 2012

Via E -mail
Paul Richardson
Finance Director
WPP plc
6 Ely Place
Dublin 2
Ireland

 Re: WPP plc
  Form 20-F for the Fiscal Year Ended December 31, 2011
  Filed April 30, 2012
  File No. 0-16350

Dear Mr. Richardson :

We have limited our review of your filing to your contacts with countries that
have been identified as state sponsors 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 information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do
not believe our comments apply to your facts and circumstances, please tell us why in
your response.

After reviewing the inf ormation you provide in response to these comments, we
may have additional comments.

General
1. Please tell us about  your contacts with Iran, Syria and Cuba  since your letters to
us dated  November 13 , 2009 and December 9 , 2009.  In this regard, we note the
disclosure on page 8 and elsewhere in your Form 10 -K that you do business in
Latin America, Africa and the Middle East, regions that include those countries.
We note the disclosure on page 18 that the Group has no operations in Iran.  W e
also note that the Ogilvy & Mather website lists an office in Syria.  Your 10 -K
does not include information regarding contacts with Syria or Cuba.

Paul Richardson
WPP plc
December 1 3, 2012
Page 2

 As you know , Iran, Syria and Cuba  are designated  by the U.S. Department of
State as state sponsors of terrorism, and are subj ect to U.S. economic sanctions
and export controls .  Please describe to us the nature and extent of your past,
current, and anticipated contacts with Iran, Syria or Cuba since your prior letters ,
whether through subsidiaries, clients, affiliates, or  other direct or indirect
arrangements.  Your response should describe any products, equipment ,
components, technology or services you have provided to the  referenc ed
countries, directly or indirectly, and any agreements, commercial arrangements,
or other contact s with the governments of th ose countries or entities controlled by
those governments.
2. Please discuss the materiality of your contacts with Iran, Syria and Cuba  and
whether those contacts constitute a material investment risk for your security
holders.  You should address materiality in quantitative terms, including the
approximate dollar amounts of any associated revenues, assets, and liabilities for
the last three fiscal years and the subsequent interim period .  Also, address
materiality in terms of qua litative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of
corporate activities upon a company’s reputation and share value.  Various state
and municipal governments, universities, a nd other investors have proposed or
adopted divestment or similar initiatives regarding investment in companies that
do business with U.S. -designated state sponsors of terrorism.  Your materiality
analysis should address the potential impact of the investo r sentiment evidenced
by such actions directed toward companies that have operations associated with
Iran, Syria and Cuba .

We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.  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 responding to our comments, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

Paul Richardson
WPP plc
December 1 3, 2012
Page 3

Please contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202)
551-3470 if you have any questions about the comments or our review.

                  Sincerely,

                   /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Ralph W. Norton, Esq.
  Davis & Gilbert, LLP

  Larry Spirgel
  Assistant Director
 Division of Corporation Finance