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SEC Response Letter

 DAVIS & GILBERT LLP

 1740 BROADWAY

 NEW YORK, NEW YORK 10019

 (212)-468-4800

DIRECT DIAL NUMBER

MAIN FACSIMILE

(212) 468-4944

(212) 468-4888

EMAIL ADDRESS

PERSONAL FACSIMILE

rnorton@dglaw.com

(212) 974-6969

 October 3, 2006

 VIA FACSIMILE AND EDGAR

 Mr. Larry Spirgel

 Assistant Director

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
WPP Group plc

 Form 20-F for the Fiscal Year Ended
December 31, 2005

 Filed June 28, 2006

 File No. 0-16350

 Dear Mr. Spirgel:

 We are writing to you on behalf of WPP Group plc (the “Company”) in reply to your letter of comment dated September 19, 2006 pertaining to
the captioned report on Form 20-F. We have reproduced below the comments set forth in your letter. Our responses are set forth below the questions.

 Form 20-F for Fiscal Year Ended December 31, 2005

 Item 5. Operating and Financial Review and Prospects, page 26

 Critical Accounting Policies, page 37

1.
Expand the disclosure of your critical accounting policies to address the specific uncertainties associated with the methods, assumptions, or levels of judgment utilized in
estimating the cash flows and other assumptions required to assess the potential impairment of goodwill and other intangibles. Also provide quantitative information where practicable to demonstrate the sensitivity of your estimates to change. For
additional guidance, refer to the Commission’s Interpretive Release on Management’s

 Mr. Larry Spirgel

 October
3, 2006

 Page 2

 Discussion and Analysis of
Financial Condition and Results of Operation which is located on our website at: http://www.sec.gov/rules/interp/33-8350.htm.

 We note
the Staff’s comment. We propose to include the expanded disclosure below in future filings (major expanded sections highlighted in bold):

 The Company
has a significant amount of goodwill and other intangible assets. In accordance with the guidance provided by SFAS 142 ‘Goodwill and Other Intangible Assets’ under US GAAP and IAS 36 ‘Impairment of Assets’, under IFRS, the
Company initially annually tests the carrying value of goodwill and other indefinite lived intangible assets for impairment as at 30 June, and then updates the review as at 31 December.

 Under IFRS, an impairment charge is required for both goodwill and other indefinite lived assets when the carrying amount exceeds the ‘recoverable amount’,
defined as the higher of fair value less costs to sell and value in use. Our approach in determining the recoverable amount utilises a discounted cash flow methodology, which necessarily involves making numerous estimates and assumptions regarding
revenue growth, operating margins, tax rates, appropriate discount rates and working capital requirements. These estimates will likely differ from future actual results of operations and cash flows, and it is possible that these differences could be
material. In addition, judgments are applied in determining the level of cash-generating unit we identify for impairment testing and the criteria we use to determine which assets should be aggregated. A difference in testing levels could affect
whether an impairment is recorded and the extent of impairment loss. Changes in our business activities or structure may also result in changes to the level of testing in future periods. Further, future events could cause the Company to conclude
that impairment indicators exist and that the asset values associated with a given operation have become impaired. Any resulting impairment loss could have a material impact on the Company’s financial condition and results of operations.
Historically our impairment losses have resulted from a specific event, condition or circumstance in one of our companies, such as the loss of a significant client. As a result, changes in the assumptions used in our impairment model have not had
a significant effect on the impairment charges recognised. The carrying value of goodwill and other intangible assets will continue to be reviewed at least annually for impairment and adjusted to the recoverable amount if required.

Under US GAAP, we perform the two step test described in more detail in Note 1 of the Notes to the Reconciliation to US Accounting Principles. We have determined
that our cash-generating units for IFRS reporting purposes are consistent with our reporting units for US GAAP reporting purposes.

 The most significant assumptions employed by the Company in determining recoverable amounts are as follows:

•

Future cashflows derived from each cash-generating unit are based on a projection period of up to five years. These projections utilise the latest budget information
available

 2

 Mr. Larry Spirgel

 October
3, 2006

 Page 3

 for each cash-generating
unit covering one or more twelve month periods from the balance sheet date. These budgets have been prepared by management, largely excluding new business, particularly in advertising and media investment management. No improvements in operating
margins or working capital are assumed.

•

After the projection period, steady or declining growth has been assumed at rates not exceeding long-term average growth rates for the industry for each cash-generating unit,
again with no improvements in operating margins being assumed. Except in the case of Y&R, as noted below, an annual growth rate of 3.0% and a pre-tax discount rate of 11.9% have been assumed.

•

After the projection period, projections for Y& R assume an annual growth rate of 4.4%. The projections also include assumptions about payments for cash taxes hence the
Group’s weighted average cost of capital of 7.8% has been applied to the Y&R impairment test. The use of a discount rate 1% higher and a growth rate 1% lower than those used results in the same conclusion.

Financial Statements, page F-1

 Consolidated Cash
Flow Statements, page F-10

 Note 12. Analysis of Cash Flows, page F-18

2.
We note that you begin your reconciliation of cash flows from operating activities with Operating Profit rather than Net Profit. Please tell us how your presentation complies
with the guidance set forth in paragraph 18 of IAS 7.

 We note the Staff’s comment. The Company considers it has presented cash
flows from operating activities in accordance with IAS 7 ‘Cash Flow Statements’, paragraph 18 (b), using the indirect method. This paragraph refers to profit or loss as the starting point for the reconciliation. It does not refer
specifically to Net Profit or Operating Profit. As this paragraph is in a section of the standard referring to reporting cash flows from operating activities and paragraph 20 of the standard specifically allows alternative types of reconciliations,
the Group took the view that Operating Profit is an appropriate starting point for the reconciliation.

 In light of the Staff’s comment, in future
filings we will revise our presentation to begin our reconciliation with Profit for the year. We note that this revised presentation will not impact the quantification of individual line items, nor will it impact the subtotal for cash flows from
operating activities, investing activities and financing activities. Our revised disclosure to be included as the first table in Note 12 is shown in Table 5 attached.

 3

 Mr. Larry Spirgel

 October
3, 2006

 Page 4

 Reconciliation to US GAAP
Accounting Principles, page F-41

 Note 1. Significant differences between IFRS and US GAAP, page F-42

 (a) Goodwill and other intangibles

3.
In future filings, include the following disclosures for intangible assets:

 Those subject to amortization as required by paragraph 45(a) of SFAS No. 142

•

the gross carrying amount and accumulated amortization in total and by major intangible asset class on a segment and consolidated basis; and

•

the aggregate amortization expense for the period; and

•

the estimated aggregate amortization expense for each of the five succeeding fiscal years.

 Those not subject to amortization as required by paragraphs 45(b) and 45(c) of SFAS No. 142

•

the total carrying amount and carrying amount for each major intangible asset class on a segment and consolidated basis; and

•

the changes in carrying amount of goodwill on a segment and consolidated basis.

 We note the Staff’s comment. The IAS 38 ‘Intangible Assets’ disclosure requirements are similar to the SFAS 142 disclosure requirements. The Company has included detailed intangible asset disclosures in
Notes 2, 3 and 14 to the financial statements, ‘Segment information’, ‘Operating Costs’ and ‘Intangible assets’, respectively.

 For intangible assets subject to amortisation:

•

Paragraph 45.a.(1): The gross carrying amount and accumulated amortisation in total and by major intangible asset class (Acquired intangibles, Other) on a consolidated basis is
included in the third table in Note 14. Based on the Company’s reading of the final paragraph of Paragraph 45 and Illustration 1 of Appendix C, we do not believe this paragraph requires disaggregation of the carrying amounts of intangible
assets subject to amortisation by segment.

•

Paragraph 45.a.(2): The aggregate amortisation expense for the period is disclosed in the third table in Note 14 and also in Note 3.

•

Paragraph 45.a.(3): The estimated aggregate amortisation expense for each of the five succeeding years is disclosed in the second paragraph below the third table in Note 14.

 For intangible assets not subject to amortisation (Brands with an indefinite useful life), the total carrying amount on a consolidated basis
is included in the third table in Note 14 (Paragraph 45.b.). Brands with an indefinite useful life constitute the only class of intangible assets not subject to amortisation.

 4

 Mr. Larry Spirgel

 October 3, 2006

 Page 5

 For goodwill, the changes in carrying amount of goodwill during the period have been disclosed as follows:

•

Paragraph 45.c.(1): The aggregate amount of goodwill and acquired intangibles additions is included in the third table in Note 2. In future filings, we will disaggregate the
disclosure between goodwill and acquired intangibles, as shown in Table 1 attached, to satisfy the requirement of this paragraph.

•

Paragraph 45.c.(2): The aggregate amount of impairment losses recognised is disclosed in Note 3. The disclosure by segment is included in Note 2 as Goodwill impairment and
write-downs, and consists of both goodwill impairment losses and goodwill write-downs relating to utilisation of pre-acquisition tax losses.

•

Paragraph 45.c.(3): This paragraph requires disclosure of the amount of goodwill included in the gain or loss on disposal of all or a portion of a reporting unit. The following
language will be added under the first table in Note 14: The disposals in 2005 relate to the Information, insight and consultancy segment.

 Paragraph 45 further requires that the above information about goodwill in total and for each reportable segment are provided. The disclosures referred to above, taken together with the inclusion in Note 2 of the expanded Table 1 attached
in future filings, will satisfy this requirement.

 Consideration has been given to Illustration 1 in Appendix C in
reviewing these disclosure requirements.

 (i) Convertible debt, page F-44

4.
Please expand the description of item (i) to clarify how the differences in accounting for convertible debt under IFRS and US GAAP impact the income statement. For
example, clarify how the classification of convertible debt into both liability and equity elements under IFRS results in a reconciling item for US GAAP reporting. Also explain the impact of accounting for the conversion feature under SFAS
133.

 We note the Staff’s comment.

 We have three convertible debt instruments underlying the GAAP difference.

 Under IFRS, IAS 32, ‘Financial Instruments: Disclosure and Presentation’, requires the bifurcation of the conversion feature in all these instruments and its
classification as equity.

 Under US GAAP, two of our convertible debt instruments are conventional convertible debt instruments under EITF 05-2,
‘The meaning of conventional convertible debt instrument in Issue No. 00-19’ and as a result we accounted for each of these instruments as a liability in its entirety under APB 14, ‘Accounting for Convertible Debt and Debt Issued with
Stock Purchase Warrants’.

 5

 Mr. Larry Spirgel

 October
3, 2006

 Page 6

 Consequently, the carrying value of the
liability related to these instruments is different between US GAAP and IFRS. This difference is being amortised over the remaining lives of the convertible debt instruments.

 Our third convertible debt instrument (the 5% convertible debentures due 2033) can be settled in a combination of a fixed amount of cash and a fixed number of shares and therefore are not considered to be conventional
convertible debt. We analysed the embedded conversion feature pursuant to paragraph 12 of SFAS 133, ‘Accounting for Derivative Instruments and Hedging Activities’, and concluded that it must be bifurcated from the host debt contract and
accounted for as a derivative liability.

 We propose to include the expanded disclosure below in future filings:

 Under IFRS, IAS 32, ‘Financial Instruments: Disclosure and Presentation’, requires convertible debt instruments to be classified into both
liability and equity elements, as described in the note on accounting policies in the financial statements.

 Under US GAAP, conventional convertible
debt instruments are accounted for under APB 14, ‘Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants’ which requires the issuer of a conventional convertible debt instrument issued without a substantial discount
to account for the convertible debt entirely as a liability. As a result, under IFRS the initial recognition of the liability is for a lower amount than under US GAAP and consequently the finance cost under IFRS over the period to the
redemption of the convertible debt is higher. The impact of this GAAP difference in 2005 is that the finance charges relating to the Group’s convertible debt under IFRS are £13.8 million higher than under US GAAP.

 Convertible debt instruments in which the conversion feature provides for a settlement in a combination of cash and shares have the conversion feature separately
accounted for as a liability under US GAAP. SFAS 133, ‘Accounting for Derivative Instruments and Hedging Activities’, requires such conversion features to be accounted for as an embedded derivative and measured at fair value at inception
and at each balance sheet date with changes in fair value reported in the income statement. The impact of this GAAP difference in 2005 was an additional US GAAP finance cost of £1.1 million to recognise the movement in fair value of the
conversion feature.

 These differences between IFRS and US GAAP will continue.

 Note 3. New US GAAP accounting pronouncements, page F-44

 SFAS No. 123R, page F-44

5.
We note that you elected to adopt SFAS No. 123R beginning in 2005 using the modified retrospective method. It is not clear that you have included all of the disclosures
required by SFAS No. 123R. Please tell us how you complied with paragraphs 64-65, 77, 84, and A240-A242 of SFAS No. 123R.

 6

 Mr. Larry Spirgel

 October
3, 2006

 Page 7

 We note the Staff’s comment. The IFRS 2
‘Share-Based Payment disclosure requirements are similar to the FAS 123(R) ‘Share-Based Payment’ requirements. The Company has included detailed share-based payment disclosures in Notes 28 and 25 to the financial statements,
‘Authorised and issued share capital’ and ‘Share-based payments’, respectively, with Note 28 addressing share options and Note 25 addressing other share-based incentive plans.

 While we believe that we have met many of the SFAS 123(R) disclosure requirements, we have performed a full review of our disclosures and we will as a result provide
enhanced