SecProbe.io

<DOCUMENT>
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<TEXT>
 June 30, 2025

Joanne Wilson
Chief Financial Officer
WPP plc
Sea Containers, 18 Upper Ground
London, United Kingdom SE1 9GL

 Re: WPP plc
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-38303
Dear Joanne Wilson:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 CORRESP

 June 26, 2025
 Securities and Exchange Commission Division of Corporation
Finance Office of Trade & Services 100 F Street,
N.E. Washington, D.C. 20549

 Re:
 WPP plc

  
 Form 20-F for Fiscal Year Ended December 31, 2024

  
 Annual Report to Security Holders

  
 File No. 001-38303
 Dear Mr. Rhodes and Mr. Decker: WPP
plc (the “ Company ”) is writing to respond to the comment received from the Commission staff (the “ Staff ”) in a letter dated June 17, 2025 (“ Comment Letter ”) regarding the above-referenced
filings. For ease of reference in this letter, the Staff’s comment contained in the Comment Letter is reproduced in bold in this letter, and the corresponding response of the Company is shown below the comment.
 Annual Report to Security Holders General

 1.
 If you present and/or discuss adjusted operating cash flow conversion and average adjusted net debt/headline
EBITDA, please also present and/or discuss net cash inflow from operating activities to net profit ratio and debt to net profit ratio. Also, if you discuss the performance of non-IFRS measures/ratios (pages 64
and 66), also discuss the performance of the comparable IFRS measures/ratios. Three years (page 66) and five years (page 202) of non-IFRS measures are presented and
 non-IFRS reconciliations to the comparable IFRS measures are only presented for two years (pages 196 to 198). Please include non-IFRS reconciliations for each period non-IFRS measures are presented. Finally, adjusted operating cash flow, adjusted free cash flow and adjusted net cash flow should be reconciled to net cash inflow from operating activities. Refer to Question
102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, Item 10(e) of Regulation S-K and Rule 100(a) of Regulation G, as applicable.
 Response:
 The Company acknowledges and appreciates the Staff’s review of its filings. We have considered the Staff’s comment and will include
the enhancements suggested in your comment, as relevant, in our future local Annual Report to Security Holders. The Company, however,
respectfully submits that as a foreign private issuer its local Annual Report to Security Holders is furnished to the Commission pursuant to Rule 13a-16 and 15d-16 under
the Securities Exchange Act of 1934 (the “ Exchange Act ”) and is not deemed to be “filed” for purposes of Section 18 of the Exchange Act or Item 10(a) of Regulation S-K.
Accordingly, consistent with the Staff’s position in Financial Reporting Manual Section 8140, the requirements of Item 10(e) of Regulation S-K and interpretive guidance in Question 102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations do not apply to the Company’s local Annual Report to Security Holders.
 T +44 (0)20 7282 4600 F +44 (0)20 7282 4905 wpp.com
 WPP plc Registered in Jersey under number: 111714 Registered Office: 22 Grenville Street, St Helier, Jersey JE4 8PX

 1

 In addition, the Company believes that the inclusion of
 non-GAAP financial measures in its local Annual Report to Security Holders did not violate Regulation G because of the exception set forth in Rule 100(c) of Regulation G. Specifically, (i) the
Company’s ordinary shares are listed on the London Stock Exchange, (ii) the above-referenced financial measures are not derived from or based on financial measures calculated and presented in accordance with US GAAP, and
(iii) the local Annual Report to Security Holders is issued outside the United States before or contemporaneously with its release in the United States and before or contemporaneously with its submission to the Commission and is not otherwise
targeted at persons located in the United States. The Company acknowledges its obligation to comply with Item 10(e) of Regulation S-K in its Form 20-F and in any Form 6-K that the Company files and incorporates by reference in any future registration statement
under the Securities Act of 1933, as amended. If the Staff has any questions, please do not hesitate to contact me
at Joanne.Wilson@wpp.com.

      

 Sincerely,
 /s/ Joanne Wilson    

 Joanne Wilson

 Chief Financial Officer

 CC:
 Andrea Harris, WPP Group Chief Counsel
 Alan J. Wilson, Wilmer Cutler Pickering Hale and Dorr LLP
 T +44 (0)20 7282 4600 F +44 (0)20 7282 4905 wpp.com
 WPP plc Registered in Jersey under number: 111714 Registered Office: 22 Grenville Street, St Helier, Jersey JE4 8PX
 2

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 June 17, 2025

Joanne Wilson
Chief Financial Officer
WPP plc
Sea Containers, 18 Upper Ground
London, United Kingdom SE1 9GL

 Re: WPP plc
 Form 20-F for Fiscal Year Ended December 31, 2024
 Annual Report to Security Holders
 File No. 001-38303
Dear Joanne Wilson:

 We have reviewed your filings and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Annual Report to Security Holders
General

1. If you present and/or discuss adjusted operating cash flow conversion
and average
 adjusted net debt/headline EBITDA, please also present and/or discuss
net cash inflow
 from operating activities to net profit ratio and debt to net profit
ratio. Also, if you
 discuss the performance of non-IFRS measures/ratios (pages 64 and 66),
also discuss
 the performance of the comparable IFRS measures/ratios. Three years
(page 66) and
 five years (page 202) of non-IFRS measures are presented and non-IFRS
 reconciliations to the comparable IFRS measures are only presented for
two years
 (pages 196 to 198). Please include non-IFRS reconciliations for each
period non-IFRS
 measures are presented. Finally, adjusted operating cash flow, adjusted
free cash flow
 and adjusted net cash flow should be reconciled to net cash inflow from
operating
 activities. Refer to Question 102.10(a) of the Non-GAAP Financial
Measures
 Compliance and Disclosure Interpretations, Item 10(e) of Regulation S-K
and Rule
 100(a) of Regulation G, as applicable.
 June 17, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Blaise Rhodes at 202-551-3774 or Rufus Decker at
202-551-3769 if
you have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 25, 2021
John Rogers
Chief Financial Officer
WPP plc
Sea Containers, 18 Upper Ground
London, United Kingdom SE1 9GL
Re:WPP plc
Form 20-F for Fiscal Year Ended December 31, 2019
Filed April 30, 2020
File No. 001-38303
Dear Mr. Rogers:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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CORRESP

 Alan J. Wilson

+1 202 663 6474 (t)

 +1 202 663 6363
(f)

 alan.wilson@wilmerhale.com

January 8, 2021

 By EDGAR Submission

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Trade & Services

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn: Angela Lumley and Rufus
Decker

 Re:  WPP plc

 Form 20-F for the Fiscal Year Ended December 31,
2019

 Filed April 30, 2020

 File No. 001-38303

 Dear Ms. Lumley and Mr. Decker:

On behalf of WPP plc and its subsidiaries (the “Company” or “Group”), this letter responds to the comment received from the
Commission in a letter to the Company dated October 27, 2020 (“Comment Letter”) pertaining to the captioned report on Form 20-F. The response contained herein is based on information
provided to us by representatives of the Company. For ease of reference in this letter, the Commission’s comment contained in the Comment Letter is reproduced in bold in this letter, and the corresponding response of the Company is shown
below the comment.

1.
 It appears you have bank overdrafts as of the end of each period presented in your Form 20-F and your Form 6-K submitted September 3, 2020. Please tell us how you determined that these bank overdrafts met the criteria in paragraphs 7 to 9 of IAS 7 to be
included in cash and cash equivalents. In doing so, please explain the terms of these bank overdrafts and whether they are repayable on demand. Further, explain in detail how you concluded that these bank overdrafts form an integral part of your
cash management and do not represent a form of financing. Also, demonstrate for us that the balances often fluctuated to being positive during each period presented in your Form 20-F and your Form 6-K submitted September 3, 2020.

 The bank overdrafts as of the end of each period presented
in the Group’s Form 20-F and Form 6-K submitted September 3, 2020 meet the criteria in paragraphs 7 to 9 of IAS 7 to be included in cash and cash
equivalents as they are repayable on demand, are components of the Group’s

 Securities and Exchange Commission

 Division of
Corporation Finance

 January 8, 2021

  Page
 2

centralized treasury strategy employed across the Group, and, as such, form an integral part of the Group’s cash management. As described below, the Group’s bank overdrafts arise in
three manners: unpresented checks related to bank accounts in the Group’s zero balancing cash pooling arrangements, overdrafts within the Group’s ‘nominal’ cash pooling arrangements and other overdrafts.

The Group has a centralized treasury function and utilizes cash pooling arrangements with its banking partners in its major markets to manage the Group’s
cash position. The Group’s cash pooling arrangements take the following forms:

•

 A ‘zero balancing’ basis (most common in the United States), where cash is swept each day from each
participating legal entity and respective account to the cash pool leader; and

•

 A ‘nominal’ basis, where each company has its own bank account (i.e., cash is not swept to a pool
leader), but such account is part of a wider cash pooling agreement with the bank, and all accounts forming part of the agreement are managed on a net basis and historically were presented net in the Group’s balance sheet (see below for
discussion of presentation error). Each bank also treats these accounts as pooled for the purpose of assessing its credit exposure to the Group and charges or pays interest to the Group on the net balance of the pool.

Other overdrafts exist in certain countries where the Group does not have formal cash pooling arrangements.

In the case of ‘zero balancing’ cash pooling arrangements, as checks are written and mailed to the Group’s vendors, they create bank overdrafts
for financial reporting purposes but the participating bank accounts have nil balances through cash pooling until the checks are paid by the respective banks and the overdrafts settled each day through daily cash pooling. As checks are paid and new
checks issued, the balances in the participating bank accounts fluctuate regularly between a nil and an overdraft position, which is repayable on demand. The cash pool in total (participating and lead accounts) is consistently in a net cash positive
position; as such, overdrafts in participating bank accounts do not represent a form of financing from each cash pool bank counterparty and no interest expense is incurred. The accounts are integrally linked to the cash management of the Group, as
they result from the cash pooling arrangements set up for exactly this purpose, and the Group considers that these overdrafts are appropriately presented as a component of cash and cash equivalents in accordance with paragraphs 7 to 9 of IAS 7 and
as disclosed in note 11 of the Group’s 2019 Form 20-F and note 11 of its Form 6-K submitted September 3, 2020.

 Securities and Exchange Commission

 Division of
Corporation Finance

 January 8, 2021

  Page
 3

 In the case of ‘nominal’ cash pooling arrangements, whilst there are certain accounts in overdraft
positions within these ‘nominal’ cash pooling arrangements, which are repayable on demand, that do not fluctuate regularly between positive and negative balances, the accounts are an integral part of the Group’s cash management. The
Group manages these accounts on a net basis in accordance with the ‘nominal’ cash pooling arrangements, interest is earned from or paid to the bank on a net basis based on the net balance of the pool, and the Group actively manages the net
balance in each ‘nominal’ cash pooling arrangement to a nil position, i.e., there is no financing element within the notional cash pooling arrangements. Hence, the Group considers that overdrafts in certain accounts in its nominal cash
pooling arrangements are appropriately presented as a component of cash and cash equivalents in accordance with paragraphs 7 to 9 of IAS 7.

 As described
in the Group’s Form 6-K filed on December 14, 2020, the Group had incorrectly presented bank accounts in a positive cash position and those in an overdraft position within the ‘nominal’
cash pooling arrangement on a net basis in the balance sheet when they did not meet the netting criteria in IAS 32 Financial Instruments: Presentation. These accounts will now be presented gross in the balance sheet. The correction of this
presentation error will increase the cash and overdrafts in the balance sheet but will have no impact on the Group’s statements of income, comprehensive income, changes in equity or cash flows.

Other overdrafts exist in certain countries where the Group does not have formal cash pooling arrangements. In such circumstances, the Group uses bank and
overdraft accounts on an integrated Group and country-wide basis to manage the cash requirements in each jurisdiction through transfers of cash between entities. As such, the period end position for each of cash and cash overdrafts are presented
gross in the balance sheet, depending on the legal position and intention to settle gross or net at that point in time. All such overdrafts are unsecured and are repayable on demand. Certain of these individual accounts do not have the
characteristics of fluctuating between positive and overdrawn, however, such accounts are immaterial in amount. Similar to the Group’s formal cash pooling arrangements, with respect to the other overdrafts, the Group manages cash on a net basis
by country, the accounts are part of the Group’s cash management strategy, and at the country level the Group is in a net cash positive position. Therefore, the Group has concluded that these overdrafts do not represent a form of financing and
are appropriately presented as a component of cash and cash equivalents in accordance with paragraphs 7 to 9 of IAS 7 and as disclosed in note 11 of the Group’s 2019 Form 20-F and note 11 of its Form 6-K submitted September 3, 2020.

 *****

 Securities and Exchange Commission

 Division of
Corporation Finance

 January 8, 2021

  Page
 4

 If you have any questions, please do not hesitate to contact the undersigned at (202) 663-6474 or alan.wilson@wilmerhale.com.

 Best regards,

/s/ Alan J. Wilson

     Alan J. Wilson

cc:

 John Rogers, WPP plc

 Daniel Conaghan, WPP plc

 Andrea Harris, WPP plc

 Tom Macken, WPP plc

 Robert Topley, Deloitte LLP

 Christopher Davies, WilmerHale

CORRESP
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CORRESP

 November 25, 2020

By EDGAR Submission

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Trade & Services

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attn: Angela Lumley and Rufus Decker

Re:
 WPP plc

Form 20-F for the Fiscal Year Ended December 31, 2019

Filed April 30, 2020

File No. 001-38303

 Dear
Ms. Lumley and Mr. Decker:

 WPP plc (the “Company”) is in receipt of the letter, dated October 27, 2020, from the staff of
the United States Securities and Exchange Commission with respect to the above-referenced filing by the Company. I am submitting this letter to confirm my conversation with Angela Lumley on November 24 and 25, 2020, regarding the timing of the
Company’s response to your comments. As was discussed, the Company has been preparing its response letter, and in so doing, it identified an error in the presentation of cash and cash equivalents on its balance sheet. The Company continues to
evaluate whether there are other necessary adjustments related to this presentation error and to assess the impact of any deficiencies in the Company’s internal control over financial reporting. The Company anticipates providing a complete
response to the comment letter no later than Friday, January 8, 2021.

 If you have any questions, please do not hesitate to call me at (202) 663-6474.

 Sincerely,

/s/ Alan J. Wilson

 Alan J. Wilson

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CORRESP

 November 5, 2020

 By
EDGAR Submission

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Angela Lumley and Rufus Decker

Re:
 WPP plc

Form 20-F for the Fiscal Year Ended December 31, 2019

Filed April 30, 2020

File No. 001-38303

Dear Ms. Lumley and Mr. Decker:

 WPP plc (the
“Company”) is in receipt of the letter, dated October 27, 2020, from the staff of the United States Securities and Exchange Commission with respect to the above-referenced filing by the Company. We are submitting this letter to
confirm my colleague’s conversation with Angela Lumley on November 5, 2020, regarding the timing of the Company’s response to your comments. As was discussed, to ensure ample time to provide you a thorough response, the Company
anticipates providing a complete response to the comment letter no later than Friday, November 27, 2020.

 If you have any questions, please do not
hesitate to call me at (202) 663-6187.

 Sincerely,

/s/ Christopher Davies

 Christopher Davies

United States securities and exchange commission logo
October 27, 2020
John Rogers
Chief Financial Officer
WPP plc
Sea Containers, 18 Upper Ground
London, United Kingdom SE1 9GL
Re:WPP plc
Form 20-F for Fiscal Year Ended December 31, 2019
Filed April 30, 2020
File No. 001-38303
Dear Mr. Rogers:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2019
Financial Statements
Note 11. Analysis of Cash Flows, page F-27
1.It appears you have bank overdrafts as of the end of each period presented in your Form
20-F and your Form 6-K submitted September 3, 2020.  Please tell us how you determined
that these bank overdrafts met the criteria in paragraphs 7 to 9 of IAS 7 to be included in
cash and cash equivalents.  In doing so, please explain the terms of these bank overdrafts
and whether they are repayable on demand.  Further, explain in detail how you concluded
that these bank overdrafts form an integral part of your cash management and do not
represent a form of financing.  Also, demonstrate for us that the balances often
fluctuated to being positive during each period presented in your Form 20-F and your
Form 6-K submitted September 3, 2020.

 FirstName LastNameJohn Rogers
 Comapany NameWPP plc
 October 27, 2020 Page 2
 FirstName LastName
John Rogers
WPP plc
October 27, 2020
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Angela Lumley at (202) 551-3398 or Rufus Decker at (202) 551-3769,
if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

September 20, 2018
Paul Richerdson
Group Chief Financial Officer
WPP plc
27 Farm Street
London, United Kingdom, W1J 5RJ
Re:WPP plc
Form 20-F for the Fiscal Year Ended December 31, 2017
Filed April 30, 2018
File Number 001-38303
Dear Mr. Richerdson:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Andrea Harris, Esq.

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CORRESP

 Direct Dial:    212.468.4944

Email:    rnorton@dglaw.com

September 6, 2018

 Carlos Pacho

Senior Assistant Chief Accountant

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 WPP plc

 Form 20-F for the Fiscal Year Ended December 31, 2017

 Filed April 30, 2018

 File No. 001-38303

Dear Mr. Pacho:

 On behalf of WPP plc (the
“Company”), this letter responds to the comment received from the Commission in a letter dated August 27, 2018 (“Comment Letter No. 2”). For ease of reference in this letter, the
Commission’s comment contained in Comment Letter No. 2 is reproduced in bold in this letter, and the corresponding response of the Company is shown below such comment.

1.
 We note your response to comment 2 in our letter dated July 24, 2018. You state regarding Memac and
Mindshare Lebanon that the Syrian contacts did not involve government clients. You make no such statement regarding the services provided in Syria by JWT LL. Please clarify for us whether JWT provided advertising services to Syrian government
clients and, if so, describe the advertising services provided.

 JWT Limited Liability, a Syrian company, did not
provide advertising services to Syrian government clients in 2015, 2016, 2017 or to date in 2018.

 * * * *

On behalf of the Company we acknowledge that the Company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please do not hesitate to contact the
undersigned at (212) 468-4944 if you have any further comments or questions.

 Very truly yours,

/s/ Ralph W. Norton

Cc:
 Andrea Harris, Esq.

August 27, 2018
Paul Richerdson
Group Chief Financial Officer
WPP plc
27 Farm Street
London, United Kingdom, W1J 5RJ
Re:WPP plc
Form 20-F for the Fiscal Year Ended December 31, 2017
Filed April 30, 2018
Response filed August 9, 2018
File Number 001-38303
Dear Mr. Richerdson:
            We have reviewed your August 9, 2018 response to our comment letter and have the
following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2017
General
1.We note your response to comment 2 in our letter dated July 24, 2018.  You state
regarding Memac and Mindshare Lebanon that the Syrian contacts did not involve
government clients.  You make no such statement regarding the services provided in Syria
by JWT LL.   Please clarify for us whether JWT provided advertising services to Syrian
government clients and, if so, describe the advertising services provided.
            You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Carlos
Pacho, Senior Assistant Chief Accountant at 202-551-3835 if you have any questions.

 FirstName LastNamePaul Richerdson
 Comapany NameWPP plc
 August 27, 2018 Page 2
 FirstName LastName
Paul Richerdson
WPP plc
August 27, 2018
Page 2
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Andrea Harris, Esq.

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 Direct Dial:    212.468.4944

Email:    rnorton@dglaw.com

August 9, 2018

 Carlos Pacho

Senior Assistant Chief Accountant

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 WPP plc

 Form 20-F for the Fiscal Year Ended December 31, 2017

 Filed April 30, 2018

 File No. 001-38303

Dear Mr. Pacho:

 On behalf of WPP plc (the
“Company”), this letter responds to the comments received from the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in a letter dated July 24, 2018 (the
“Comment Letter”) pertaining to the captioned report on Form 20-F. For ease of reference in this letter, the Commission’s comments contained in the Comment Letter are reproduced in bold
in numerical sequence in this letter, and the corresponding responses of the Company are shown below each comment. All dollar amounts are in U.S. dollars unless otherwise indicated and are approximations, in part because some were originally
calculated in other currencies.

1.
 We note that you disclose headline PBIT by segment in your segment footnote on page F-14. On page 15 you also state that, “Performance of the Group’s businesses is reviewed by management based on headline PBIT.” If headline PBIT is your measure of profit or loss for segment
reporting, please include an analysis of it in your operating results discussion.

 In future filings, the Group will
include an analysis of headline PBIT in our operating results discussion for each reportable segment. The attached Appendix A illustrates how we will present our headline PBIT analysis in future filings.

2.
 In a letter to the staff dated July 31, 2015, you discussed your indirect minority ownership interests
in two Syrian companies and a WPP unit’s purchase of media space in Syria. The WPP.com website indicates that your subsidiary Ogilvy has an office in Syria. Additionally, you provide revenue figures, on pages 8 and 15 and elsewhere in the 20-F, for geographic areas including Africa and the Middle East, regions that include Sudan and Syria.

 Carlos Pacho

 Securities and
Exchange Commission

 August 9, 2018

 Page 2

 As you know, Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and
are subject to U.S. economic sanctions and/or export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria since your 2015 letter, including contacts with their governments, whether
through subsidiaries, partners, customers, joint ventures or other direct or indirect arrangements. Please also discuss the materiality of those contacts, in quantitative terms and in terms of qualitative factors that a reasonable investor would
deem important in making an investment decision. Tell us the approximate dollar amounts of revenues, assets and liabilities associated with those countries for the last three fiscal years and the subsequent interim period. Address for us the
potential impact of the investor sentiment evidenced by divestment and similar initiatives that have been directed toward companies that have operations associated with U.S.-designated state sponsors of terrorism.

No operating unit of the Company has had any contact with Sudan since our letter to you dated July 31, 2015.

The limited activities that the Company has engaged in that are associated with Syria are described below. The discussion below is organized
by principal operating unit. No operating unit of the Company other than those listed below has had any contact with Syria since our letter to you dated July 31, 2015.

Of the total revenue of the Company, which was $19.7 billion for the year ended 31 December 2017, the below related to activities in
Syria:

 JWT

 The
Company indirectly owns 40.2% of JWT Limited Liability, a Syrian company (“JWT LL”). JWT LL provides advertising services to clients in Syria. JWT LL’s revenues associated with these services were $127,000 in 2015, $195,000 in
2016, $152,000 in 2017 and $72,000 in the first half of 2018. The Company’s proportionate share of these revenues was $51,000 in 2015, $78,000 in 2016, $61,000 in 2017 and $29,000 in the first half of 2018. JWT LL’s net assets at
December 31, 2017 were approximately $205,000 and the Company’s proportionate share of net assets at that date was approximately $82,000.

Ogilvy & Mather Worldwide

The Company owns a majority interest (60%) in Memac Ogilvy & Mather Holding Inc., a Panamanian company (“Memac”),
which, in turn, directly owns a minority interest

 Carlos Pacho

 Securities and
Exchange Commission

 August 9, 2018

 Page 3

 (49%) in Memac Ogilvy Droubi (“Droubi”), a Syrian company that
commenced operations in August 2009 to provide advertising services to clients in Syria. Memac indirectly holds an additional 2% interest in Droubi through a nominee arrangement. The Company’s ultimate beneficial ownership of Droubi is
therefore only 30.6%. Droubi’s revenues associated with these services were approximately $109,000 in 2015, $285,000 in 2016, $393,000 in 2017 and $293,000 in the first half of 2018. The Company’s proportionate share of these revenues was
approximately $33,000 in 2015, $87,000 in 2016, $120,000 in 2017 and $90,000 in the first half of 2018. None of Droubi’s revenue has been derived from governmental clients. Droubi’s net assets at December 31, 2017 were approximately
$173,000 and the Company’s proportionate share of net assets at that date was approximately $53,000.

 GroupM

MindShare Lebanon SAL, a Lebanese company (“Mindshare Lebanon”) managed under the umbrella of GroupM, occasionally purchases
media space in Syria. Mindshare Lebanon had revenues associated with these services of approximately $3,000 in 2015, $4,000 in 2016, $5,000 in 2017 and nil in the first half of 2018. No media space has been purchased for government clients. In 2015,
2016 and 2017, media was acquired from one state owned TV station that was not subject to sanctions (total client spend over 3 years was $96,000). Nil spend in 2018.

The Company does not believe that its contacts with Syria are material to its business. From a quantitative perspective, the Company’s
contacts with Syria are negligible. Its aggregate 2017 revenues associated with contacts with Syria amounted to approximately $550,000 or less than 0.003% of the Company’s overall 2017 revenues. The Company’s proportionate share of net
assets associated with its contacts with Syria amounted to approximately $135,000 at December 31, 2017, or less than 0.001% of the Company’s overall net assets at that date.

Given the quantitative insignificance of the contacts described above, and given that the contacts are focused exclusively on the provision of
marketing communications services on behalf of multinational clients, the Company does not believe that its contacts with Syria pose any investment risk for its security holders from a qualitative perspective, including any risk of a potential
material adverse impact on the Company’s reputation and share value.

 * * * *

On behalf of the Company we acknowledge that the Company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Carlos Pacho

 Securities and
Exchange Commission

 August 9, 2018

 Page 4

 Please do not hesitate to contact the undersigned at (212) 468-4944 if you have any further comments or questions.

 Very truly yours,

/s/ Ralph W. Norton

Cc:
 Andrea Harris, Esq.

 Carlos Pacho

 Securities and
Exchange Commission

 August 9, 2018

 Page 5

 APPENDIX A

The blue text below illustrates how we will present our headline PBIT analysis in future filings. The black text is the original content from
the captioned report on Form 20-F.

 Operating Sector

Revenue Analysis

Reported
revenue
growth%+/(-)

Constant
currency
revenue
growth%+/(-)

Like-for-like
revenue
growth%+/(-)

2017

2016

2017

2016

2017

2016

 Advertising and Media Investment Management

9.7

17.9

5.1

7.7

(0.1
)

4.7

 Data Investment Management

1.1

9.7

(3.6
)

0.4

(2.9
)

(0.9
)

 Public Relations & Public Affairs

6.4

16.4

1.7

5.0

0.7

2.5

 Brand Consulting, Health & Wellness and Specialist Communications

3.5

23.2

(0.9
)

11.8

0.8

3.0

 Total Group

6.1

17.6

1.6

7.2

(0.3
)

3.0

 Revenue less pass-through costs analysis

Reported
revenue
less
pass-through
costs1
growth%+/(-)

Constant
currency
revenue less
pass-through
costs1
growth%+/(-)

Like-for-like
revenue less
pass-through
costs1
growth%+/(-)

2017

2016

2017

2016

2017

2016

 Advertising and Media Investment Management

8.1

16.4

3.6

6.5

(2.3
)

3.7

 Data Investment Management

2.9

12.8

(1.9
)

3.2

(1.3
)

0.9

 Public Relations & Public Affairs

5.8

16.0

1.0

4.7

0.2

2.4

 Brand Consulting, Health & Wellness and Specialist Communications

4.7

23.2

0.3

11.8

1.0

3.5

1
 Revenue less pass-through costs was previously referred to as net sales. Revenue less pass-through costs is
revenue less media, data collection and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly
media and data collection costs. See note 3 to the consolidated financial statements for more details of the pass-through costs.

Headline PBIT Analysis

Headline
PBIT

Revenue less
pass-through
costs
margins

Headline
PBIT

Revenue less
pass-through
costs
margins

2017
£m

2017
%

2016
£m

2016
%

 Advertising and Media Investment Management

1,109.0

19.0

1,027.2

19.0

 Data Investment Management

350.3

17.1

351.5

17.6

 Public Relations & Public Affairs

183.2

16.1

179.8

16.7

 Brand Consulting, Health & Wellness and Specialist
Communications

624.6

15.3

601.8

15.4

 Total Group

2,267.1

2,160.3

 Carlos Pacho

 Securities and
Exchange Commission

 August 9, 2018

 Page 6

 Advertising and Media Investment Management was the strongest performing sector overall,
with constant currency revenue up over 5% in 2017, up well over 5% in quarter four. On a like-for-like basis, revenue was up almost 2% in quarter four but down 0.1% for
the year. Media Investment Management showed strong like-for-like revenue growth in all regions except Western Continental Europe and the Middle East in quarter four,
with particularly strong growth in North America, the UK, Asia Pacific and Latin America. The Group’s Advertising businesses remained difficult, particularly in North America.

The strong revenue and revenue less pass-through costs growth across most of the Group’s Media Investment Management businesses, offset by slower growth
in the Group’s Advertising businesses in most regions, resulted in headline PBIT increasing £81.8 million from £1.027 million in 2016 to £1.109 million
in 2017 and combined revenue less pass-through costs margin of this sector flat with last year at 19.0%, up 0.2 margin points in constant currency.

In 2017, J. Walter Thompson, Ogilvy, Y&R and Grey generated net new business billings of $1.4 billion. In the same year, GroupM, the Group’s
Media Investment Management company, which includes Mindshare, Wavemaker (the new agency formed by the merger of MEC and Maxus), MediaCom, Essence, Xaxis and [m]PLATFORM, together with tenthavenue, generated net new business billings of
$3.4 billion. The Group totalled $6.3 billion in net new business billings (2016: $6.8 billion).

 On a like-for-like basis, Data Investment Management revenue was down almost 1% in the fourth quarter, a significant improvement over the first nine months, with growth in the UK, Latin America and Africa. On a
full-year basis, constant currency revenue was down well over 3%, down almost 3% like-for-like, with revenue less pass-through costs, down almost 2% in constant currency
and down over 1% like-for-like. Geographically, revenue less pass-through costs was up strongly in the UK and Latin America, with North America and Asia Pacific
particularly difficult. Kantar Worldpanel and Lightspeed showed strong like-for-like revenue less pass-through costs growth, with Kantar Insights, Kantar Health and
Kantar Public less robust. As a result, headline PBIT was down £1.2 million from £351.5 million in 2016 to £350.3 million in 2017. Revenue less pass-through costs margins were down 0.5 margin points (the same as the first half) to 17.1% and down 0.4 margin points in constant currency.

In constant currencies, the Group’s Public Relations & Public Affairs businesses were weaker in the second half of the year with constant
currency revenue down almost 1% in the third and fourth quarter. The UK and the Middle East grew strongly in the fourth quarter offset by weaker conditions in North America and Continental Europe. Full-year revenue grew almost 2% in constant
currency and 0.7% like-for-like. Cohn & Wolfe and the Group’s specialist Public Relations & Public Affairs businesses Glover Park Group, Ogilvy
Government Relations and Buchanan performed particularly well. As a result, headline PBIT was up £3.4 million from £179.8 million in 2016 to £183.2 million in
2017. Overall revenue less pass-through costs margins fell 0.6 margin points to 16.1% and by 0.4 margin points in constant currency, as parts of the Group’s North American businesses slowed in
the second half.

 Brand Consulting, Health & Wellness and Specialist Communications (including direct, digital and interactive) was the
strongest performing sector in the fourth quarter on a like-for-like basis, up 2%, driven by solid growth in Brand Consulting and Specialist Communications. The
Group’s direct, digital and interactive businesses, especially VML, Wunderman and Hogarth performed well. As a result, headline PBIT was up £22.8 million from
£601.8 million in 2016 to £624.6 million in 2017. Revenue less pass-through costs margins, for the sector as a whole, were down slightly by 0.1 margin points to 15.3% and flat in
constant currency, with revenue less pass-through costs margins negatively affected as parts of the Group’s direct, digital and interactive, Brand Consulting and Health & Wellness businesses in North America slowed.

In 2017, 41.7% of the Group’s revenue came from direct, digital and interactive, up 2.8 percentage points from the previous year, with like-for-like revenue growth of well over 2% in 2017.

July 24, 2018
Paul Richerdson
Group Chief Financial Officer
WPP plc
27 Farm Street
London, United Kingdom, W1J 5RJ
Re:WPP plc
Form 20-F for the Fiscal Year Ended December 31, 2017
Filed April 30, 2018
File Number 001-38303
Dear Mr. Richerdson:
            We have reviewed your filing and have the following comments.  Please comply with the
following comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2017
Item 5. Operating and Financial Review and Prospects
Operating Sector, page 16
1.We note that you disclose headline PBIT by segment in your segment footnote on page F-
14.  On page 15 you also state that, "Performance of the Group’s businesses is reviewed
by management based on headline PBIT."  If headline PBIT is your measure of profit or
loss for segment reporting, please include an analysis of it in your operating results
discussion.
General
2.In a letter to the staff dated July 31, 2015, you discussed your indirect minority ownership

 FirstName LastNamePaul Richerdson
 Comapany NameWPP plc
 July 24, 2018 Page 2
 FirstName LastName
Paul Richerdson
WPP plc
July 24, 2018
Page 2
interests in two Syrian companies and a WPP unit’s purchase of media space in Syria.
The WPP.com website indicates that your subsidiary Ogilvy has an office in Syria.
Additionally, you provide revenue figures, on pages 8 and 15 and elsewhere in the 20-F,
for geographic areas including Africa and the Middle East, regions that include Sudan and
Syria.

As you know, Sudan and Syria are designated by the Department of State as state
sponsors of terrorism, and are subject to U.S. economic sanctions and/or export controls.
Please describe to us the nature and extent of any past, current, and anticipated contacts
with Sudan and Syria since your 2015 letter, including contacts with their governments,
whether through subsidiaries, partners, customers, joint ventures or other direct or indirect
arrangements.  Please also discuss the materiality of those contacts, in quantitative terms
and in terms of qualitative factors that a reasonable investor would deem important in
making an investment decision.  Tell us the approximate dollar amounts of revenues,
assets and liabilities associated with those countries for the last three fiscal years and the
subsequent interim period.  Address for us the potential impact of the investor sentiment
evidenced by divestment and similar initiatives that have been directed toward companies
that have operations associated with U.S.-designated state sponsors of terrorism.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Carlos
Pacho, Senior Assistant Chief Accountant at 202-551-3835 if you have any questions.
Division of Corporation Finance
Office of Telecommunications
cc:       Andrea Harris, Esq.

DAV-IS & GJLBEWI' T,LP
ATTORNEYS AT LAW
VIA FEDERAL EXPRESS
Securities and Exchange Commission
I 00 F Street, NE 1740 Broadway
c,, York. Y 10019 T: 212.468..1800
F: 212.-168.-1888
May 11,2018
SECM al/ Processing
Washington, D.C. 20549 ~
ashingtnn MAY i 4 iuuJ
Re: WPP pie Report of Foreign Issuer 011 "P'orm '1£
Gentlemen: ww\\ .dgla" .com
On behalf of WPP pie ("WPP'"), we are submitting under Rule 13a-16 of the
Securities Exchange Act of 1934:
1. One manually signed copy of a Report of Foreign Issuer on Form 6-K.
2. Seven additional conformed copies of the Report of Foreign Issuer on
Form 6-K.
The document being furnished pursuant to this Form 6-K is WPP's Annual Report
and Accounts 2017, which document has been distributed to WPP's security holders. We are
filing thjs Form 6-K in paper as permitted by Rule 101 (b)( 1) of Regulation S-T and General
Instruction C(2) to Form 6-K.
Please direct any questions or comments to the undersigned.
Please acknowledge receipt of the enclosed documents by date stamping the
enclosed copy of this letter and returning it to the undersigned in the enclosed self-addressed,
stamped envelope.
Very truly yours.
ef~t!
Enclosures
1901981.1 03023-0001 -003

Mail Stop 3720

February  27, 201 8

Paul W.G. Richardson
Group Chief Financial  Officer
WPP plc
27 Farm Street
London, United Kingdom, W1J 5RJ

Re: WPP plc
 Form 20-F for Fiscal Year Ended December 31, 201 6
Filed April 28, 2017
File No. 000-16350

Dear Mr. Richardson :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of  their disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Terry French for

 Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

Response Letter

 Direct Dial: 212.468.4944

Personal Fax: 212.974.6969

 Email:
rnorton@dglaw.com

 February 21, 2018

 Carlos Pacho

 Senior Assistant Chief Accountant

 AD Office 11 –
Telecommunications

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
WPP plc

Form 20-F for the Fiscal Year Ended December 31, 2016 (the “Form 20-F”)

Filed April 28, 2017

File No. 000-16350

 Dear Mr. Pacho:

On behalf of WPP plc (the “Company”), this letter responds to the questions raised by the Division of Corporation Finance
(the “Division”) of the Securities and Exchange Commission (the “Commission”) in telephone conversations between the Staff of the Division and the Company, its auditors and counsel on February 1, 2018, and
February 9, 2018, on the Form 20-F.

 On such calls, the Staff questioned:

-
historical presentation of ‘net sales’ and its compliance with IAS 1;

-
historical practice of deducting ‘direct costs’ in arriving at ‘net sales’ in light of the Staff’s view that this measure does not take account of all other costs necessary to produce revenue;

-
whether the use of the measure ‘net sales’ as historically calculated by the Company is appropriate in general, particularly in light of the SEC rules on non-GAAP
measures; and

-
the Company’s internal control over financial reporting in light of the Company’s decision to revise its presentation in future filings.

In this letter we first address why the Company’s historical income statement presentation was appropriate and compliant with IFRS.
Second, we describe the Company’s plan to revise its income statement presentation beginning with the Form 20-F for the year ended December 31, 2017 (an example of the revised reporting is in
Appendix 1 to this letter), including segment reporting of ‘net sales’ (to be referred to as “revenue less pass-through costs” in future filings) at the segment level only on a
non-consolidated basis. Third, we address the non-GAAP measures questions, and describe the Company’s planned approach to reporting the measure of revenues less
pass-through costs in its earnings releases going forward. Finally, we address the Staff’s questions regarding internal control over financial reporting.

 Carlos Pacho

 Securities and
Exchange Commission

 February 21, 2018

  Page
 2

 I. Historical filings and application of IFRS

The historical presentation of the Company’s income statement and the use of the subtotal ‘net sales’ as described in the Form 20-F was and is appropriate under IAS 1. While IAS 1 does contain guidance on the format of an income statement and sets out key principles related to financial statement presentation, IFRS is not prescriptive in
its format requirements, allowing companies to apply the principles in the most relevant presentation for their business and users of the financial statements. Companies have evolved their own presentation formats for IFRS purposes that comply with
the standard’s requirements and its overarching principle of providing relevant information for the users of financial information.

“Relevant”, as a term used in both IAS 1.99 and IAS 1.85, is described in the Conceptual Framework as follows: “Relevant financial
information is capable of making a difference in the decisions made by users. Financial information is capable of making a difference in decisions if it has predictive value, confirmatory value, or both. The predictive value and confirmatory value
of financial information are interrelated.” [CF QC6-QC10]. Consistent with the Conceptual Framework, the Company has interpreted relevant in its own context as set out below.

The Company has previously used an income statement presentation that was predominantly aligned with the ‘nature of expense’ method of presentation,
as allowed by IAS 1.99, with the net sales subtotal separating certain distinct operating costs. The vast majority of costs deducted from revenues to arrive at ‘net sales’ – primarily media inventory costs and third-party data
collection costs – were of a fundamentally different nature from those reported in operating costs. Additional information regarding the nature of the Company’s operating costs is provided in the footnotes to its financial statements.
Given the largely ‘nature of expense’ method of presentation, the disclosure of a total cost of services amount was not required. IAS 1.85 states that “An entity shall present additional line items (including by disaggregating the
line items listed in paragraph 82), headings and subtotals in the statement(s) presenting profit or loss and other comprehensive income when such presentation is relevant to an understanding of the entity’s financial performance”. The
acceptability of the subtotal in a predominately “nature of expense” based income statement is further discussed below.

 Carlos Pacho

 Securities and
Exchange Commission

 February 21, 2018

  Page
 3

 IAS 1.85A was added by the IASB to IAS 1 in the December 2014 amendments to IAS 1 to address concerns that
subtotals presented in addition to those specified in IFRS could be misleading or given undue prominence. The addition did not remove the option to include a subtotal if deemed by an entity to provide information relevant to an understanding of the
entity’s financial performance. As explained in the Company’s previous response letter on October 11, 2017, ‘net sales’ constitutes revenue, accounted for in accordance with IAS 18 Revenue, less direct costs, which are
primarily (although not wholly) associated with the Data Investment Management and Media Investment Management operations of the Company. Direct costs are incurred in all four business segments, but represent a much smaller portion of the
Company’s costs for the other segments. This information is a meaningful and relevant subtotal because it provides margin information reflecting costs that are primarily pass-through costs and thus have a different characteristic than other
operating costs. As a result, ‘net sales’ calculated as described above, conveyed relevant trend information to the users of the Company’s financial statements (including investors and analysts) in order to evaluate the Company’s
business.

 As required by IAS 1.85A.a., ‘net sales’ as a subtotal is “comprised of line items made up of amounts recognized and measured
in accordance with IFRS”, namely revenue and direct costs, which are consistently determined for all business as well as across periods. Revenue and direct costs are “presented and labeled in a manner that makes the line items that
constitute the subtotal clear and understandable” as explained in the Company’s revenue recognition accounting policy under the caption “Revenue recognition” (page F-4 of the Form 20-F) in accordance with IAS 1.85A.b., with direct costs representing materially distinct costs including media inventory and third party data collection costs incurred by the Company’s business segments. Net
sales as a subtotal is presented alongside subtotals and totals required in IFRS, such as revenue and profit for the year, and, as such, is not misleading because its composition and computation are clearly disclosed and it has been presented
alongside the other required IFRS measures to avoid any potential confusion. ‘Net sales’ has been “consistent from period to period” as required by IAS 1.85.c., and has not been “displayed with more prominence than
the subtotals and totals required in IFRS”, to comply with IAS 1.85A.d.

 We have considered the ‘net sales’ subtotal in context of the
guidance in IAS 1.15, which states that “financial statements shall present fairly the financial position, financial performance and cash flows of an entity. Fair presentation requires the faithful representation of the effects of
transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the Framework. The application of IFRSs, with additional disclosure
when necessary, is presumed to result in financial statements that achieve a fair presentation”. The insertion of the ‘net sales’ subtotal is not misleading as its composition and computation is clearly disclosed, it has been
consistently applied period over period, it is not displayed more prominently than the required IFRS amounts or subtotals and, most importantly, is presented alongside the required IFRS measures which are clearly labelled using IAS 1 terminology to
avoid any possible confusion. Further, direct costs were not purporting to be a cost of services measure, given it is clear in the financial statements that the largest elements of costs of services for a service-based business are staff costs,
which were clearly reported in operating expenses within footnote 3.

 Carlos Pacho

 Securities and
Exchange Commission

 February 21, 2018

  Page
 4

 To assist the Staff in understanding the Company’s decision to present the subtotal for ‘net
sales’, we provide additional detail about the Company’s business and its evolution below. While we acknowledge that the segmental analysis and internal reporting structure is primarily relevant for the purposes of IFRS 8 reporting and not
determinative for IAS 1 purposes, we do view such information as relevant on a consolidated basis for the readers of the financial statements to ensure a full understanding of the Company’s financial performance.

Data Investment Management, which is the term used to describe the Company’s market research businesses, has, and continues to be, an integral part of
the Company’s business, and the use of ‘net sales’ calculated as described above has always been a key performance measure used by management and external parties alike to understand the performance of the business (it was referred to
as ‘gross profit’ prior to 2014). This part of the Company’s business has always contracted as principal with clients and so the costs and revenue have always been presented gross. The concept of agent accounting is not relevant in
this segment.

 Within Media Investment Management, which is the term used to describe the Company’s media buying and planning businesses, the focus
on ‘net sales’ as an additional performance measure to revenue is a more recent development. In 2014, the Media Investment Management businesses began to purchase digital media space on their own account and take on inventory risk, as
opposed to acting only as agent on behalf of their clients. As a result, the businesses demonstrated revenue growth that outpaced the comparative profit growth. ‘Net sales’, which had previously been included as a subtotal as outlined
above, was used as an additional measure to judge the business growth and margins achieved. The Public Relations & Public Affairs and Branding & Identity, Healthcare and Specialist Communications businesses have a small amount of
direct costs, which are minimal compared to Media Investment Management and Data Investment Management. For consistency, these have been deducted in computing ‘net sales’. As such, the margins achieved by these businesses using either a
revenue or net sales denominator are not materially different. However, ‘net sales’ is used as a standard and consistent performance measure across the business.

 Carlos Pacho

 Securities and
Exchange Commission

 February 21, 2018

  Page
 5

 In Item 6.B (Compensation) of the Form 20-F, one of the stated
business objectives is to “continue to improve operating margins on net sales”, and the Company’s executive compensation structure is aligned with this objective. The Company’s remuneration targets and incentives are aligned with
the same objective, and ‘net sales’ is a fundamental key performance measure used throughout the Company to assess performance. The IFRS 8 disclosures are designed to present the performance measures that the Company uses to monitor the
business, and for the Chief Operating Decision Maker (“CODM”), the CEO, to review the performance and assess the allocation of resources across the Company. The CODM uses revenue, ‘net sales’ and ‘net sales
margin’ to assess the performance of the business, and the users of the Company’s financial statements are provided with the relevant financial information that management themselves use to monitor and understand business performance and
remunerate management.

 In conclusion, the inclusion of the ‘net sales’ subtotal is acceptable in meeting the requirements as specified in IAS
1.85 for the inclusion of a subtotal and IAS 1.15 relating to the fair presentation of financial statements for previous filings on Form 20-F by the Company.

II. Future filings and disclosures

A.  Financial Statements in Form 20-F

In the Company’s response letters dated November 14, 2017 and January 19, 2018, we included an income statement presentation that reflected the
Company’s current view on the most reliable and relevant presentation, based on the Company’s historical, current and future operating model, evolving industry practice, the adoption of new accounting standards, recently issued regulatory
guidance and the observations in the SEC comment letters received on Form 20-F. Going forward, for the factors outlined above, the Company considers that the most reliable and relevant presentation is a
‘function of expense’ method of presentation. This necessitates classifying expenses according to their function as part of cost of services or general and administrative, and represents a change in accounting policy under IAS 8.

As an update to the response letter dated January 19, 2018, the Company will remove the net sales subtotal from the income statement presentation in its
future filings, and combine the items included in the previous response letter “Direct costs of services” and “Other costs of services” into one line called “Costs of services”. While the existence of a subtotal is
encouraged by IAS 1.85 (which says “an entity shall present additional line items…..headings and subtotals” where such subtotals are “relevant to an understanding of

 Carlos Pacho

 Securities and
Exchange Commission

 February 21, 2018

  Page
 6

the entity’s financial performance”), the Company has determined that the “function of expense” or “cost of sales” presentation basis as
suggested in IAS 1.103 combined with the segment information included in footnote 2 and the additional disclosures covering the nature of expenses in footnote 3 is sufficient in combination to ensure that users are able to understand the
entity’s financial performance without the need for an incremental subtotal. See Appendix 1 for the proposed revised income statement presentation for the last two fiscal years.

In accordance with IAS 8, these changes will be reflected retrospectively, as required by IAS 8.19(b).

In accordance with IFRS 8, we will continue to present the ‘net sales’ measure, but will rename it ‘revenue less pass-through costs’
alongside ‘revenue less pass-through costs margin’. This will be disclosed by segment as these performance measures are used by the CODM, to assess the performance of the business and to allocate resources. As not explicitly required by
IFRS 8, the Company will remove the consolidated total for revenue less pass-through costs and total revenue less pass-through costs margin included in footnote 2 in future filings.

B.  Form 20-F and Form 6-K filings (excluding F-pages)

 In the forepart of the filings the Company will not display total revenue less pass-through costs or
revenue less pass-through costs margin for the Company on a consolidated basis, with the exception of disclosures that may be included in Item 6.B (Compensation) of the Form 20-F, as the measure is used in
certain incentive compensation arrangements. The Company will continue to disclose and discuss revenue less pass-through costs and revenue less pass-through costs margins at the

CORRESP
1
filename1.htm

Response Letter

1740 Broadway                  T: 212.468.4800        www.dglaw.com

New York, NY 10019        F: 212.468.4888

 Direct Dial: 212.468.4944

Personal Fax: 212.974.6969

 Email:
rnorton@dglaw.com

 January 19, 2018

 Carlos
Pacho

 Senior Assistant Chief Accountant

 AD Office 11 –
Telecommunications

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
WPP plc

 Form 20-F for the Fiscal Year
Ended December 31, 2016

 Filed April 28, 2017

File No. 000-16350

Dear Mr. Pacho:

 On behalf of WPP plc (the
“Company”), this letter responds to the comment received from the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in a letter dated November 20, 2017 (the
“Comment Letter”) pertaining to the captioned report on Form 20-F and the Company’s response letter dated November 14, 2017. For ease of reference in this letter, the
Commission’s comment contained in the Comment Letter is reproduced in bold, and the response of the Company is shown below such comment. We note that the below question makes reference to the Company’s Consolidated Income Statement,
page F-8.

1.
We note your response to comment one. Please provide us with a schedule showing your proposed revised income statement presentation for the last two fiscal years.

A schedule showing the proposed revised income statement presentation for the last two fiscal years is included below. Please note that this schedule is
provisional and therefore subject to finalization following completion of the audit.

 Carlos Pacho

 Securities and
Exchange Commission

 January 19, 2018

  Page
 2

 Consolidated income statement

For the years ended 31 December 2016, 2015

 2016

£m

 2015

£m

 Revenue

14,388.9

12,235.2

 Direct costs of services

(1,991.1
)

(1,710.9
)

 Revenue less direct costs of services

12,397.8

10,524.3

 Other costs of services

(9,357.0
)

(7,998.3
)

 Gross profit

3,040.8

2,526.0

 General and administrative costs

(977.7
)

(894.0
)

 Operating profit

2,063.1

1,632.0

 Share of results of associates

49.8

47.0

 Profit before interest and taxation

2,112.9

1,679.0

 Finance income

80.4

72.4

 Finance costs

(254.5
)

(224.1
)

 Revaluation of financial instruments

(48.3
)

(34.7
)

 Profit before taxation

1,890.5

1,492.6

 Taxation

(388.9
)

(247.5
)

 Profit for the year

1,501.6

1,245.1

 Attributable to:

 Equity holders of the parent

1,400.1

1,160.2

 Non-controlling interests

101.5

84.9

1,501.6

1,245.1

 Earnings per share

 Basic earnings per ordinary share

109.6p

90.0p

 Diluted earnings per ordinary share

108.0p

88.4p

 * * * *

On behalf of the Company we acknowledge that the Company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please do not hesitate to contact the
undersigned at (212) 468-4944 if you have any further comments or questions.

 Very truly yours,

/s/ Ralph W. Norton

Cc:
Andrea Harris, Esq.

CORRESP
1
filename1.htm

CORRESP

 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

 December 27, 2017

BY EMAIL

 Inessa Kessman

Senior Staff Accountant

 AD Office 11 – Telecommunications

 Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
WPP plc

Form 20-F for the Fiscal Year Ended December 31, 2016

Filed April 28, 2017

File No. 000-16350

 Dear Ms. Kessman:

This is to confirm and acknowledge that, per my conversation with you today, the deadline by which we must respond to your letter of
November 20, 2017, regarding the captioned matter has been extended to January 19, 2018.

 Very truly yours,

/s/ Ralph W. Norton

 Ralph W. Norton

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 DAVIS & GILBERT LLP

1740 Broadway

 New York, New York
10019

 (212) 468-4800

DIRECT DIAL NUMBER
 (212) 468-4944

EMAIL ADDRESS

rnorton@dglaw.com

MAIN FACSIMILE
 (212) 468-4888

PERSONAL FACSIMILE

(212) 974-6969

December 12, 2017

 BY EMAIL

Inessa Kessman

 Senior Staff Accountant

AD Office 11 – Telecommunications

 Division of Corporation
Finance

 U.S. Securities & Exchange Commission

 100
F Street, NE

 Washington, D.C. 20549

Re:
WPP plc

Form 20-F for the Fiscal Year Ended December 31, 2016

Filed April 28, 2017

File No. 000-16350

 Dear Ms. Kessman:

This is to confirm and acknowledge that, per my conversation with you today, the deadline by which we must respond to your letter of
November 20, 2017, regarding the captioned matter has been extended by ten days from December 12, 2017, to December 22, 2017.

Very truly yours,

/s/ Ralph W. Norton

Ralph W. Norton

CORRESP
1
filename1.htm

CORRESP

 DAVIS & GILBERT LLP

1740 Broadway

 New York, New York
10019

 (212) 468-4800

DIRECT DIAL NUMBER
 (212) 468-4944

EMAIL ADDRESS

rnorton@dglaw.com

MAIN FACSIMILE
 (212) 468-4888

PERSONAL FACSIMILE

(212) 974-6969

December 4, 2017

BY EMAIL

 Inessa Kessman

Senior Staff Accountant

 AD Office 11 – Telecommunications

 Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
WPP plc

Form 20-F for the Fiscal Year Ended December 31, 2016

Filed April 28, 2017

File No. 000-16350

 Dear Ms. Kessman:

This is to confirm and acknowledge that, per my conversation with you today, the deadline by which we must respond to your letter of
November 20, 2017, regarding the captioned matter has been extended by one week, to December 12, 2017.

Very truly yours,

/s/ Ralph W. Norton

Ralph W. Norton

Mail Stop 3720

November  20, 2017

Paul W.G. Richardson
Group Chief Financial  Officer
WPP plc
27 Farm Street
London, United Kingdom, W1J 5RJ

Re: WPP plc
 Form 20-F for Fiscal Year Ended December 31, 201 6
Filed April 28, 2017
File No. 000-16350

Dear Mr. Richardson :

We have reviewed your November  14, 2017 response to our comment letter and have the
following comment.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to th is comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe ou r
comment apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to th is comment, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our Octo ber 31,
2017  letter.

Consolidated Income Statement, page F -8

1. We note your response to comment one. Please provide us with a schedule showing your
proposed revised income statement presentation for the last two fiscal years.

Paul W.G. Richardson
WPP plc
November 20 , 2017
Page  2

You may contact Inessa Kessman, Senior Staff Accountant at  202-551-3371  or me at
(202) 551 -3810 with any questions.

Sincerely,

 /s/ Carlos Pacho

 Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

CORRESP
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 1740 Broadway

New York, NY 1001

 T: 212.468.4800

F: 212.468.4888

www.dglaw.com

 Direct Dial:    212.468.4944

Personal Fax:    212.974.6969

Email:    rnorton@dglaw.com

November 14, 2017

 Carlos Pacho

Senior Assistant Chief Accountant

 AD Office 11 –
Telecommunications

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
WPP plc

Form 20-F for the Fiscal Year Ended December 31, 2016

Filed April 28, 2017

File No. 000-16350

 Dear Mr. Pacho:

On behalf of WPP plc (the “Company”), this letter responds to the comment received from the Division of Corporation Finance
of the Securities and Exchange Commission (the “Commission”) in a letter dated October 31, 2017 (the “Comment Letter”) pertaining to the captioned report on Form 20-F and
the Company’s response letter dated October 11, 2017. For ease of reference in this letter, the Commission’s comment contained in the Comment Letter is reproduced in bold, and the response of the Company is shown below such
comment. We note that the below question makes reference to the Company’s Consolidated Income Statement, Page F-8.

1.
We note your responses to comments one through three. It appears that you have elected to present an analysis of expenses using a classification based on their function. We note that the amount reported as
‘Operating Expenses’ includes costs incurred that are required to generate revenue. For example, based upon your response to prior comment two, ‘Direct Costs’ only includes fees paid to external suppliers and excludes internal
staff and related establishment costs. Therefore, it appears that your ‘Net Sales’ subtotal presents a measure of gross profit that is incomplete because it excludes costs that you are required to incur to be able to generate revenue,
irrespective of whether or not you consider those costs direct costs or indirect costs of revenue.

As a result, it appears that your current presentation does not provide your financial statement users any insight into the total cost you incurred to generate your revenue or the amount incurred for other functional
activities, such as marketing and administrative. Accordingly, it appears that you need to revise your financial statement presentation to report line items comprised of functional expenses of a similar nature and subtotals of gross profit that are
complete using captions that make the components of the subtotal clear and understandable. Please refer to paragraphs 15, 29, 85, 85A, 99 and 103 of IAS 1.

 Carlos Pacho

 Securities and
Exchange Commission

 November 14, 2017

 Page 2

 In future filings, the Group will report line items comprised of functional expenses of
a similar nature in accordance with IAS 1.99, with a subtotal of gross profit that is complete. The Group will present ‘Gross profit’ separately and will retain the subtotal that was previously named ‘Net sales’, but will revise
its caption to ‘Revenue less direct costs of services’ to ensure clarity with respect to its composition. Therefore, the following line items will be presented on the face of the income statement, consistent with the example presented in
IAS 1.103:

 Revenue

 Direct costs of services

Revenue less direct costs of services

 Other costs of
services

 Gross profit

 General and administrative
costs

 Operating profit

 The sum of ‘Direct
costs of services’ and ‘Other costs of services’ will include all costs incurred to be able to generate revenue, and the gross profit measure presented will be complete.

The costs included within ‘Direct costs’ are set-out in our letter dated 11 October 2017. The caption
of the line item has been renamed as ‘Direct costs of services’ to clarify that it forms part of the total costs of services of the Group. Other costs of services represent all other costs incurred in order to generate revenue.

As noted above, the Group plans to continue to show the sub-total of ‘Revenue less direct costs of
services’, under the revised title, as permitted by IAS 1.85, for the reasons described in our letter dated 11 October 2017. This subtotal comprises line items made up of amounts recognized and measured in accordance with IFRS, is
presented and labelled in a manner that makes the line items that constitute the subtotal clear and understandable, is consistent year-on-year and will not be displayed
with more prominence than the subtotals and totals required in IFRS, in accordance with IAS 1.85A.

 General and administrative costs will include third
party administrative and marketing costs, as well as the costs of our parent company and associated staff, which provide support across-the-Group in the areas of
financial matters (such as planning, budgeting, reporting, control, treasury, tax, mergers, acquisitions, investor relations, legal affairs and internal audit), talent, property, procurement, IT, knowledge-sharing, practice development and
sustainability.

 We believe that the revised presentation presents fairly the financial performance of the Group in accordance with IAS 1.15, and that all
material classes of similar items are appropriately presented either on the face of the income statement or in the notes in accordance with IAS 1.29.

*   *  *  *

Please do not hesitate to contact the undersigned at (212) 468-4944 if you have any further comments
or questions.

 Very truly yours,

 /s/ Ralph W. Norton

Cc:    Andrea Harris, Esq.

Mail Stop 3720

October  31, 2017

Paul W.G. Richardson
Group Chief Financial  Officer
WPP plc
27 Farm Street
London, United Kingdom, W1J 5RJ

Re: WPP plc
 Form 20-F for Fiscal Year Ended December 31, 201 6
Filed April 28, 2017
File No. 000-16350

Dear Mr. Richardson :

We have reviewed your October 11, 2017 response to our comment letter and have the
following comment.  Please comply with the following comment in future filings.  Confirm in
writing that you will do so and explain to us how you intend to comply.

Please respond to th is comment within ten bus iness days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to th is comment, we may have additional comments.

Paul W.G. Richardson
WPP plc
October 31 , 2017
Page 2

Consolidated Income Statement, page F -8

1. We note your responses to comments one through three.   It appears that you have elected
to present an analysis of expenses using a classification based on their func tion.  We note
that the amount reported as ‘Operating Expenses’ includes costs incurred that are
required to generate revenue.   For example, based upon your response to prior comment
two, ‘Direct Costs’ only includes fees paid to external suppliers and exc ludes internal
staff and related establishment costs.   Therefore, it appears that your ‘Net Sales’ subtotal
presents a measure of gross profit that is incomplete because it excludes costs that you
are required to incur to be able to generate revenue, irres pective of whether or not you
consider those costs direct costs or indirect costs of revenue.

As a result, it appears that your current presentation does not provide your financial
statement users any insight into the total cost you incurred to generate y our revenue or
the amount incurred for other functional activities, such as marketing and
administrative.   Accordingly, it appears that you need to revise your financial statement
presentation to report line items comprised of functional expenses of a simi lar nature and
subtotals of gross profit that are complete using captions that make the components of the
subtotal clear and understandable.   Please refer to paragraphs 15, 29, 85, 85A, 99 and 103
of IAS 1.

You may contact Inessa Kessman, Senior Staff Accountant at  202-551-3371  or me at
(202) 551 -3810 with any questions.

Sincerely,

 /s/ Carlos Pacho

 Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

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filename1.htm

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 Direct Dial: 212.468.4944

Personal Fax: 212.974.6969

 Email:
rnorton@dglaw.com

 October 11, 2017

 Carlos Pacho

Senior Assistant Chief Accountant

 AD Office 11 –
Telecommunications

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
WPP plc

 Form 20-F for the Fiscal Year Ended December 31, 2016

Filed April 28, 2017

File No. 000-16350

 Dear
Mr. Pacho:

 On behalf of WPP plc (the “Company”), this letter responds to the comments received from the Division of
Corporation Finance of the Securities and Exchange Commission (the “Commission”) in a letter dated September 27, 2017 (the “Comment Letter”) pertaining to the captioned report on Form 20-F. For ease of
reference in this letter, the Commission’s comments contained in the Comment Letter are reproduced in bold in numerical sequence in this letter, and the corresponding responses of the Company are shown below each comment. All of the
below questions make reference to the Company’s Consolidated Income Statement, Page F-8.

1.
We note your presentation of “net sales” and, as disclosed on page 2, that you previously referred to this subtotal as “gross profit.” It is not clear why you changed the label from “gross
profit” to “net sales;” what this subtotal is intended to represent; and why it is relevant to an understanding of the entity’s financial performance. Please explain. Refer to IAS 1.85 and IAS 1.85A.

“Net sales” represents revenue, accounted for in accordance with IAS 18 Revenue, less direct costs, which are primarily associated with the Data
Investment Management and Media Investment Management operations. The nature of these direct costs is discussed further in comment 2 below. As required by IAS 1.85A.a., net sales as a subtotal is comprised of line items made up of amounts recognized
and measured in accordance with IFRS, namely revenue and direct costs. Revenue and direct costs are labeled and explained in the Group’s revenue recognition accounting policy under the caption “Revenue

 Carlos Pacho

 Securities and
Exchange Commission

 October 11, 2017

  Page
 2

recognition” (page F-4 of the Form 20-F) in accordance with IAS 1.85A.b. Net sales as a subtotal is presented alongside subtotals and totals required in IFRS, such as revenue and profit for
the year, and has not been displayed with more prominence, so as to comply with IAS 1.85A.d.

 The activities of WPP plc and its subsidiaries (the
“Group”) have evolved over time, including the Group’s Media Investment Management sub-sector increasingly buying digital media for its own account and taking on inventory risk upfront, changing the balance of the Group’s
role as agent and principal in this field. As a result, the revenue and revenue growth rate increased, although net sales and net sales growth rate, which present a meaningful picture of the Group’s financial performance, remained steady. The
Company changed the description from “gross profit” to “net sales” because we believe that this provides a more accurate description of the measure and the characterisation of our business, taking into account the type of revenue
generating activity and the nature of direct costs deducted to arrive at the total. In accordance with IAS 1.85A.c., this term has been used consistently throughout the periods presented in the Form 20-F.

As noted in IAS 1.85 “An entity shall present additional line items (including by disaggregating the line items listed in paragraph 82), headings
and subtotals in the statement(s) presenting profit or loss and other comprehensive income when such presentation is relevant to an understanding of the entity’s financial performance”. The Company believes net sales to be a meaningful
measure of performance because the Group has significant Data Investment Management operations where revenue includes costs on which no margin is charged, principally for data collection. With none of our direct competitors present in this sector,
net sales is a meaningful measure of comparative, competitive revenue growth. This is discussed on page 29 of the Form 20-F under the caption “Net sales margin”.

We believe that our current disclosure complies with the requirements of IAS 1, and that the current presentation allows for some comparability within the
industry and provides useful information for investors in assessing the Group’s financial performance, mirroring the way in which management monitors the business internally.

2.
Please tell us your policy for determining functionally which costs are classified as “operating” or “direct.” We note that “operating” includes costs associated with your staff and
establishment. Please tell us why these costs are not attributable to direct costs and further why you believe that “net sales” is a complete depiction that includes all information necessary for a user to understand the subtotal.

 Carlos Pacho

 Securities and
Exchange Commission

 October 11, 2017

  Page
 3

 “Direct” costs include fees paid to external suppliers where they are retained to perform part or
all of a specific project for a client and the resulting expenditure is directly attributable to the revenue earned. Such costs represent the directly attributable and incremental costs incurred specifically to service a revenue-generating contract.
This is disclosed in the Group’s revenue recognition accounting policy under the caption “Revenue recognition” (page F-4 of the Form 20-F).

“Operating” costs consist of the other operational costs incurred by the Group, including staff costs and establishment costs. Establishment costs
primarily represent operating lease charges and related costs, which are neither directly related to revenue-generating activities nor incrementally incurred specifically to service a revenue-generating contract and thus are not included as a direct
cost. Similarly, staff costs relating to individuals employed by the Group are not considered incremental costs incurred to satisfy client contracts; such resources may be directed by the Group to service the Group’s portfolio of clients and
projects or other non-revenue generating activities as deemed necessary.

 “Net sales” represents revenue less direct costs, which are defined in
the Group’s revenue recognition accounting policy. As such, a reader is able to understand the subtotal and its constituent elements.

3.
Further, please tell us what consideration you gave to allocating costs to functions other than direct or operating costs. Refer to IAS 1.103.

Taking into account the nature of the Group’s business, we believe that the categories of direct and operating costs represent the most relevant
categorization to assist users in understanding the financial performance of the business. The distinction between the two categories is as described in the response to comment 2 above.

We have considered the requirements of IAS 1.103 and whether operating costs could be further sub-divided into additional functional categories. However, the
function of these expenses is to deliver the services the Group provides to our clients, thus representing costs associated with the Group’s operations. Therefore, we believe the single category of operating costs provides the appropriate level
of disclosure.

4.
Clarify for us whether the Revenue line item includes the gross amount billed when you act as principal and it only includes the net amount retained when you act as agent.

 Carlos Pacho

 Securities and
Exchange Commission

 October 11, 2017

  Page
 4

 We confirm that the revenue line item includes the gross amount billed when the Group acts as principal and
only includes the net amount retained when we act as agent. This is disclosed in our revenue recognition accounting policy on page F-4 of the Form 20-F under the caption “Revenue recognition – Advertising and Media Investment
Management”.

 *  *  *  *

On behalf of the Company we acknowledge that the Company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please do not hesitate to contact the
undersigned at (212) 468-4944 if you have any further comments or questions.

 Very truly yours,

/s/ Ralph W. Norton

Cc:
Andrea Harris, Esq.

Mail Stop 3720

September 27, 2017

Paul W.G. Richardson
Group Chief Financial  Officer
WPP plc
27 Farm Street
London, United Kingdom, W1J 5RJ

Re: WPP plc
 Form 20-F for Fiscal Year Ended December 31, 201 6
Filed April 28, 2017
File No. 000-16350

Dear Mr. Richardson :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Consolidated Income Statement, page F -8

1. We note your presentation of “net sales” and, as disclosed on page 2, that you previously
referred to this subtotal as “gross profit.”    It is not clear why you changed the label from
“gross profit” to “net sales;” what this subtotal is intended to represent; and why i t is
relevant to an understanding of the entity's financial performance.   Please explain.   Refer
to IAS 1.85 and IAS 1.85A.

2. Please tell us  your policy for determining functionally which costs are classified as
“operating” or “direct.”   We note that “oper ating” includes costs associated with your
staff and establishment.   Please tell us why these costs are not attributable to direct costs

Paul W.G. Richardson
WPP plc
September 27, 2017
Page 2

 and further why you believe that “net sales” is a complete depiction that includes all
information necessary for a user  to understand the subtotal.

3. Further, please tell us what consideration you gave to allocating costs to functions other
than direct or operating costs.   Refer to IAS 1.103.

4. Clarify for us whether the Revenue line item includes the gross amount billed when you
act as principal and it only includes the net amount retained when you act as agent.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, actio n or absence of
action by the staff.

You may contact Inessa Kessman, Senior Staff Accountant at  202-551-3371  or me at
(202) 551 -3810 with any questions.

Sincerely,

 /s/ Carlos Pacho

 Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

August 11, 2015

Via E -mail
Sir Martin Sorrell
Group Chief Executive Officer
WPP plc
27 Farm Street
London, United Kingdom, W1J 5RJ

Re: WPP plc
 Form 20-F for Fiscal Year Ended December 31, 2014
 Filed April 30 , 2015
 File No. 0-16350

Dear Mr. Sorrell :

We refer you to our comment letter dated July 6 , 2015, regarding business contacts with
Sudan and Syria.  We have completed our review of this subject matter.  We remind you that  our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and the company
may not assert staff comments as a defense in any proceeding initiated by th e Commission or any
person under the federal securities laws of the United States.  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 rules
require.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk
cc:  Larry Spirgel
  Assistant Director
 Division of Corporation Finance

  Andrea Harris, Esq.
  Group Chief Counsel
 WPP plc

  Ralph W. Norton
  Davis & Gilbert LLP

CORRESP
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filename1.htm

SEC Correspondence Letter

1740 Broadway

T: 212.468.4800

www.dglaw.com

New York, NY 10019

F: 212.468.4888

 Direct Dial: 212.468.4944

Personal Fax: 212.974.6969

 Email:
rnorton@dglaw.com

 July 31, 2015

 Cecelia Blye, Esq.,

 Chief Office of Global Security Risk

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
WPP plc

 Form 20-F for the Fiscal Year Ended December 31, 2014

Filed April 30, 2015

 File
No. 0-16350

 Dear Ms. Blye:

 On behalf
of WPP plc (the “Company”), this letter responds to the comments received from the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in a letter dated July 6, 2015 (the
“Comment Letter”) pertaining to the captioned report on Form 20-F. For ease of reference in this letter, the Commission’s comments contained in the Comment Letter are reproduced in bold in numerical sequence in this letter, and the
corresponding responses of the Company are shown below each comment. All dollar amounts are in U.S. dollars unless otherwise indicated and are approximations, in part because some were originally calculated in other currencies.

1.
The website of your advertising network Ogilvy & Mather Advertising provides contact information for an office in Syria. You provide on pages 9 and 18 of the 20-F revenue figures for Africa and the Middle
East, regions that include Sudan and Syria.

 As you know, Sudan and Syria are designated by the U.S. Department of
State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Sudan and Syria since your letter to us dated
March 12, 2013, whether through subsidiaries, partners, customers, joint ventures or other direct or indirect arrangements. You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or
indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

 Cecelia Blye, Esq.

Securities and Exchange Commission

 July 31, 2015

 Page
 2

 The Company’s Grey operating unit at one time had a business relationship with an entity
in Sudan; that Sudanese entity was dissolved in 2011 and, since then, the Company has had no contacts in Sudan.

 The limited activities
that the Company has engaged in that are associated with Syria are described below. The discussion below is organized by principal operating unit. No operating unit of the Company other than those listed below has had any contacts with Syria since
our letter to you dated March 12, 2013.

 To put the activities in Syria in context, the Company’s overall revenues in 2014 were
more than $18 billion.

 JWT

The Company indirectly owns 40.2% of JWT Limited Liability, a Syrian company (“JWT LL”). JWT LL provides advertising services to
clients in Syria. JWT LL’s revenues associated with these services were $87,000 in 2013, $64,000 in 2014 and $40,000 in the first half of 2015. The Company’s proportionate share of these revenues was $34,974 in 2013, $25,728 in 2014 and
$16,080 in the first half of 2015. The Company has not received any dividends or distributions from JWT LL since 2010.

Ogilvy & Mather Worldwide

The Company owns a majority interest (60%) in Memac Ogilvy & Mather Holding Inc., a Panamanian company (“Memac”),
which, in turn, directly owns a minority interest (49%) in Memac Ogilvy Droubi (“Droubi”), a Syrian company that commenced operations in August 2009 to provide advertising services to clients in Syria. Memac indirectly holds an
additional 2% interest in Droubi through a nominee arrangement. The Company’s ultimate beneficial ownership of Droubi is therefore only 30.6%. Droubi’s revenues associated with these services were approximately $73,000 in 2013, $94,000 in
2014 and $50,000 in the first half of 2015. The Company’s proportionate share of these revenues was $14,892 in 2013, $27,234 in 2014 and $15,300 in the first half of 2015. None of Droubi’s revenue has been derived from governmental
clients.

 GroupM

MindShare MENA, a unit of the Company’s media investment management segment managed under the umbrella of GroupM, occasionally purchases
media space in Syria. Mindshare MENA arranged media bookings in Syria of $26,799 in 2013, $232,374

 Cecelia Blye, Esq.

Securities and Exchange Commission

 July 31, 2015

 Page
 3

in 2014, and $178,408 through June 30, 2015, but in each case agreed not to take a fee for these services. As such, there has been no revenue derived from Syria for Mindshare MENA or any
other Group M company since our letter to you dated March 12, 2013.

2.
Please discuss the materiality of the contacts with Sudan and Syria you describe in response to the comment above, 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
qualitative 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, and 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. You should address the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

 As
noted above, the Company has no contacts with Sudan.

 The Company does not believe that its contacts with Syria are material to its
business. From a quantitative perspective, the Company’s contacts with Syria are negligible. Its aggregate 2014 revenues associated with contacts with Syria amounted to approximately $158,000 or less than .00001% of the Company’s overall
2014 revenues. Its aggregate net assets associated with its contacts with Syria amounted to approximately $260,000 at December 31, 2014, or less than 0.002% of the Company’s overall net assets at that date.

Given the quantitative insignificance of the contacts described above, and given that the contacts are focused exclusively on the provision of
marketing communications services on behalf of multinational clients, the Company does not believe that its contacts with Syria pose any investment risk for its security holders from a qualitative perspective, including any risk of a potential
material adverse impact on the Company’s reputation and share value.

 * * * *

 Cecelia Blye, Esq.

Securities and Exchange Commission

 July 31, 2015

 Page
 4

 On behalf of the Company we acknowledge that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in its annual report on Form 20-F;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the annual report on Form 20-F; 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.

 Cecelia Blye, Esq.

Securities and Exchange Commission

 July 31, 2015

 Page
 5

 Please do not hesitate to contact the undersigned at (212) 468-4944 if you have any
further comments or questions.

 Very truly yours,

 /s/
Ralph W. Norton

 Cc:    Andrea Harris, Esq.

CORRESP
1
filename1.htm

SEC Correspondence Letter

 Direct Dial: 212.468.4944

Personal Fax: 212.974.6969

 Email:
rnorton@dglaw.com

 July 20, 2015

 Cecelia Blye, Esq., Chief

 Office of Global Security Risk

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
WPP plc

 Form 20-F for the Fiscal Year Ended December 31, 2014

Filed April 30, 2015

 File No.
0-16350

 Dear Ms. Blye:

 On behalf of WPP plc (the
“Company”), we acknowledge receipt of comments from the Division of Corporation Finance of the Securities and Exchange Commission in a letter dated July 6, 2015 (the “Comment Letter”) pertaining to the captioned report on Form
20-F. Further to the telephone conversation between the undersigned and Staff Attorney Daniel Leslie, we hereby confirm the Company’s request for an extension of the deadline to respond to the Comment Letter until July 31, 2015.

Please do not hesitate to contact the undersigned at (212) 468-4944 if you have any further comments or questions.

Very truly yours,

 /s/ Ralph W. Norton

 Ralph W. Norton

Cc:
Andrea Harris, Esq.

July 6, 2015

Via E -mail
Sir Martin Sorrell
Group Chief Executive Officer
WPP plc
27 Farm Street
London, United Kingdom, W1J 5RJ

Re: WPP plc
 Form 20-F for Fiscal Year Ended December 31, 2014
 Filed April 30 , 2015
 File No. 0-16350

Dear Mr. Sorrell :

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.   In our comments , we ask you to provide us with information so we may better
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

General

1. The website of your advertising network Ogilvy & Mather Advertising provides contact
information for an office in Syria.   You provide on pages 9 and 18 of the 20 -F revenue
figures for Africa and the Middle East, regions that include Sudan and Syria.

As you know, Sudan and Syria are designated by the U.S. Department of State as state
sponsors of terrorism, and are subject to U.S. economic sanctions and export
controls.   Please describe to us the nature and extent of your past, current, and anticipated
contacts with Sudan and Syria since your letter to us dated March 12, 2013, whether
through subsidiaries, partners, customers, joint ventures or other direct or indirect
arrangements.   You should describe any services, products, information or technology
you have provided to Sudan or Syria, directly or indirectly, and any agreements,
commercial arrangements, or other contacts you have had with the governments of those
count ries or entities they control.

Martin Sorrell
WPP plc
July 6, 2015
Page 2

2. Please discuss the materiality of the contacts with Sudan and Syria you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.   You should addre ss 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 qualitative 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, and other investo rs have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.   You should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Sudan and Syria.

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 Exc hange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a 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 t he United States.

You may contact Daniel Leslie , Staff Attorney , at (202) 551 -3876 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:  Larry Spirge l
  Assistant Director
 Division of Corporation Finance

Martin Sorrell
WPP plc
July 6, 2015
Page 3

  Andrea Harris, Esq.
  Group Chief Counsel
 WPP plc

  Ralph W. Norton
  Davis & Gilbert LLP

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1740 Broadway

T: 212.468.4800

www.dglaw.com

New York, NY 10019

F:212.468.4888

 Direct Dial: 212.468.4944

Personal Fax: 212.974.6969

 Email:
rnorton@dglaw.com

 March 5, 2015

 Melissa Campbell
Duru, Esq.

 Special Counsel

 Office of Mergers &
Acquisitions

 Securities and Exchange Commission

 Washington,
D.C. 20549

Re:
comScore, Inc.

 Schedule TO-T filed by Cavendish Square Holding B.V. and WPP plc

Filed February 20, 2015

File No. 005-83687

 Dear Ms. Duru:

 On behalf of Cavendish Square Holding B.V. (“Cavendish”) and WPP plc (“Parent” and, together with Cavendish, the
“Offerors”), this letter responds to the comments received from the Office of Mergers & Acquisitions of the Securities and Exchange Commission (the “Commission”) in a letter dated February 27, 2015 (the
“Comment Letter”) pertaining to the captioned Schedule TO-T. For ease of reference in this letter, the Commission’s comments contained in the Comment Letter are reproduced in bold in numerical sequence in this letter, and the
corresponding responses of the Offerors are shown below each comment.

 We have today filed Amendment No. 1 to the captioned Schedule
TO-T via EDGAR (“Amendment No. 1”).

 Schedule TO

Item 10. Financial Statements

1.
Please provide us with a brief analysis of whether the financial statements specified in Item 1010 of Regulation M-A are material. In this regard, please refer to Item 10 of Schedule TO and Instruction 2
thereto. It does not appear that the offer fits within the safe harbor provisions set forth in the Instruction given that one of the offerors, Cavendish Square Holding B.V., is not a public reporting company and the offer is for less than all
outstanding securities of the subject class.

 Instruction 2 to Item 10 of Schedule TO provides that financial statements are not
considered material when (a) the consideration offered consists solely of cash, (b) the offer is not subject to any financing condition, and either (c) the offeror is a public reporting

 Melissa Campbell Duru, Esq.

Securities and Exchange Commission

 March 5, 2015

 Page
 2

company under Section 13(a) or 15(d) of the Exchange Act that files reports electronically on EDGAR, or (d) the offer is for all outstanding securities of the subject class. The offer
that is the subject of the Schedule TO-T (the “Offer”) meets all of these conditions, with the exception that one of the Offerors, Cavendish, is not itself a public reporting company. However, in Section 14— “Source and
Amount of Funds” of the Offer to Purchase filed as Exhibit 1(a) to the Schedule TO-T (the “Offer to Purchase”), it is Parent, the public reporting company, that has committed that it will ensure that Cavendish has sufficient funds
to acquire the maximum number of shares that may be tendered in the Offer. Cavendish is an Offeror only because it serves as a holding company for investments of which Parent is the ultimate beneficial owner. We recognize that a bidder’s
financial information can be material when a bidder that does not intend to buy 100% of the target seeks to acquire a significant equity stake in order to influence the management and affairs of the target; see Regulation of Takeovers and
Security Holder Communications, SEC Release No. 33-7760 [1999-2000 Transfer Binder] Fed. Sec. L. Rep. (CCH) ¶86,215, note 195 (Oct. 22, 1999). As an indirect wholly-owned and controlled subsidiary of Parent, Cavendish would not be in a
position to itself influence the management and affairs of the comScore, Inc. (the “Company”) (other than at the direction of Parent). In any event, Cavendish’s ability to influence the management and affairs of the Company is
constrained by the terms of the Stockholders Rights Agreement and the Voting Agreement with the Company, as described in Section 12—“Transaction Documents” of the Offer to Purchase. Moreover, the best source of information
regarding the Offerors’ financial condition would be Parent’s consolidated financial statements—which are publicly available on EDGAR. We respectfully submit that, under these circumstances, where Parent, the public reporting company,
is clearly indicated to be the source of funds for the Offer and Cavendish’s ability to itself influence the management and affairs of the Company is limited, the financial statements of Cavendish are not material to a decision of a stockholder
of the Company to tender his, her or its shares into the Offer.

2.
Pursuant to the terms of the Stock Purchase Agreement, we note the offerors will acquire an additional 4.45% of shares from the company in connection with the acquisition by the company of the European IAM business.
Please refer to Instruction 5 to Item 1010 of Regulation M-A. Please provide the financial information specified therein or advise us of why this is not necessary.

We respectfully submit that the acquisition by the Offerors of 4.45% of the shares of the Company in exchange for the acquisition by the Company of the
European IAM Business (as defined in the Offer to Purchase), is not a transaction of the type described in Instruction 5 to Item 10 of Schedule TO (which references Item 1010 of Regulation M-A). Under Instruction 5, pro forma financial
information is required in a negotiated third-party cash tender offer when securities are intended to be offered in a subsequent merger or other transaction in which remaining target securities are acquired and the acquisition of the subject company
is significant to the offeror under Rule 11-01(b)(1) of Regulation S-X. Instruction 5 addresses a situation in which an offeror is proposing a two-tier transaction in which target company security holders are offered cash for a portion of their
shares and would receive securities in a second step merger or other transaction occurring following a successful tender offer. In that situation the financial statements of the offeror would be relevant, as target stockholders would receive
securities of the offeror in the second step transaction. That is not the situation here; the stockholders of the Company who do not tender into the Offer will continue to hold Company securities after consummation of the Offer and all related
transactions and will not receive securities of the offeror. We also note that, were Parent to acquire the Company, such an acquisition would not come close to meeting the significance test of Rule 11-01(b)(1).

 Melissa Campbell Duru, Esq.

Securities and Exchange Commission

 March 5, 2015

 Page
 3

 Exhibit (a)(1) Offer to Purchase

Terms of the Offer..., page 11

3.
We note your statement that any extension, delay, termination, waiver or amendment of the offer will be followed as promptly as practicable by public announcement if required. Please revise the reference to
“promptly as practicable” to conform to the requirements of Exchange Act Rules 14d-3(b)(1), and 14d-4(d)(1).

 We have included
disclosure in Amendment No. 1 modifying the referenced disclosure to make clear that any extension, delay, termination, waiver or amendment of the Offer will be followed promptly by public announcement to the extent required by Exchange Act
Rules 14d-3(b)(1), 14d-4(d)(1) and 14e-1(d).

 Determination of Validity..., page 16

4.
We note your statement that you will determine, in your sole discretion, all questions as to the form and validity (including time of receipt) and your determination will be “final and binding.” Please
delete this language, or disclose that disputes regarding such determination may be submitted by shareholders to arbitration or court of competent jurisdiction. This comment also applies to disclosure under “Withdrawal Rights”. Please
revise your disclosure accordingly.

 In Amendment No. 1, we have deleted the language referenced by the Staff.

Source and Amount of Funds, page 32

5.
Please revise to indicate whether there are alternative financing plans in the event the primary financing plans fall through. See Item 1007(b) of Regulation M-A.

We have included disclosure in Amendment No. 1 to indicate that there are no alternative financing plans in the event the primary financing plans fall
through.

 Melissa Campbell Duru, Esq.

Securities and Exchange Commission

 March 5, 2015

 Page
 4

 Purpose of the Offer, page 32

6.
Please refer to disclosure in the third full paragraph under this heading, which describes your reservation of the right to purchase shares in the open market, subject to the restrictions of Rule 14e-5. Please
clarify supplementally whether any such purchases could occur during the pendency of the offer and confirm whether any such purchases have already occurred. Refer generally to Rule 14e-5. We may have further comment.

We confirm supplementally that neither the Offerors or any of their affiliates nor, to the knowledge of the Offerors, any other covered person (as defined in
Rule 14e-5) has purchased, nor or will any of them purchase, any Company shares (other than pursuant to the Offer) from the first public announcement of the Offer through the expiration of the Offer.

Conditions of the Offer, page 35

7.
The first sentence of the final paragraph of this section states that “from time to time” you may waive any tender offer condition, or amend, modify or supplement any of the tender offer conditions or terms
of the Offer. Please revise to indicate that offer conditions, other than those dependent upon the receipt of government approvals, may only be asserted as of expiration of the offer as opposed to “from time to time.”

 We have included disclosure in Amendment No. 1 to indicate that offer conditions, other than those dependent upon the receipt of
government approvals, may only be asserted as of expiration of the Offer rather than “from time to time.”

8.
When a condition is triggered and you decide to proceed with the offer anyway, we believe that this decision constitutes a waiver of the triggered condition. Depending on the materiality of the waived condition and
the number of days remaining in the offer, you may be required to extend the offer and re-circulate new disclosure to security holders. You may not, however, as the language seems to imply, fail to assert a triggered offer condition and thus
effectively waive it without officially doing so. Please confirm your understanding in your response letter.

 We confirm our
understanding that when a condition is triggered and the Offerors decide to proceed with the Offer anyway, such decision constitutes a waiver of the triggered condition. We confirm our further understanding that depending on the materiality of the
waived condition and the number of days remaining in the Offer, the Offerors may be required to extend the Offer and re-circulate new disclosure to security holders. We acknowledge that the Offerors may not fail to assert a triggered material offer
condition and thus effectively waive it without officially doing so.

 Melissa Campbell Duru, Esq.

Securities and Exchange Commission

 March 5, 2015

 Page
 5

9.
When an offer condition is triggered by events that occur during the offer period and before the expiration of the offer, the company should inform holders of securities how it intends to proceed promptly, rather
than wait until the end of the offer period, unless the condition is one where satisfaction of the condition may be determined only upon expiration. Please confirm your understanding in your response letter.

We confirm our understanding that when an offer condition is triggered by events that occur during the offer period and before the expiration of the Offer,
the Offerors should inform holders of securities how they intend to proceed promptly, rather than wait until the end of the offer period, unless the condition is one where satisfaction of the condition may be determined only upon expiration.

* * * *

 On behalf of the
Offerors we acknowledge that:

•

The Offerors are responsible for the adequacy and accuracy of the disclosure in the Schedule TO-T;

•

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Schedule TO-T; and

•

The Offerors 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.

Please do not hesitate to contact the undersigned at (212) 468-4944 if you have any further comments or questions.

Very truly yours,

 /s/ Ralph W. Norton

Cc:
Paul W. G. Richardson

 Andrea Harris, Esq.

Curt Myers, Esq.

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

      DIVISION OF
CORPORATION FINANCE

April 17 , 2013

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 refer you to our comment letters dated December 13, 2012 and March 26, 2013
regarding business contacts with Iran, Syria and Cuba.  We have completed our review of this
subject matter.  We remind you that our comments or changes to disclosure in response to our
comments do not foreclose the Commission from taking any action with respect to the company
or the filing and the company may not assert staff comments as a defense in any proceeding
initiated b y the Commission or any person under the federal securities laws of the United States.
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 Securit ies Exchange Act of 1934
and all applicable rules require .

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Larry Spirgel
  Assistant Director
 Division  of Corporation Finance

CORRESP
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CORRESPONDENCE

 Davis & Gilbert LLP

1740 Broadway

 New
York, NY 10019

 Direct Dial: 212.468.4944

 Personal Fax: 212.974.6969

 Email: rnorton@dglaw.com

April 12, 2013

 Cecelia Blye, Esq., Chief

 Office of Global Security Risk

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
WPP plc

 Form 20-F for the
Fiscal Year Ended December 31, 2011

 Filed April 30, 2012

File No. 0-16350

Response letter filed March 12, 2013

 Dear Ms. Blye:

 On behalf of WPP plc (the “Company”), this letter
responds to the comment received from the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in a letter dated March 26, 2013 (the “Comment Letter”) pertaining to the captioned
report on Form 20-F. For ease of reference in this letter, the Commission’s comment contained in the Comment Letter is reproduced in bold in this letter and the corresponding response of the Company is shown below the comment.

1.
We note that your response to comment 1 in our letter dated December 13, 2012 includes information regarding services subsidiaries provided in or relating to
Iran. Please clarify for us your statement on page 18 of the 20-F that the Group has no operations in Iran. If you make this statement in future filings, please also make clear that you have Iran-related operations, by adding information about
subsidiaries providing services in or relating to Iran.

 The statement that the Group has no operations in
Iran meant that the Group does not have any offices in, or personnel conducting business from within, that country. As noted in our response letter filed March 12, 2013, Group companies occasionally use third parties to provide services in Iran
or book media space within Iran for their clients, and other Group companies occasionally analyze data relating to Iran provided by clients or third parties. In one instance a Group company also provided advertising services outside Iran to a German
company owned by an Iranian national.

 Cecelia Blye, Esq.

 Securities and Exchange Commission

 April 12, 2013

Page 2

 If WPP states in future
filings that the Group has no operations in Iran we will clarify in any such statement the extent to which subsidiaries provide services in or relating to Iran.

 Please do not hesitate to contact the undersigned at (212) 468-4944 if you have any further comments or questions.

 Very truly yours,

 /s/ Ralph W. Norton

 Ralph W. Norton

Cc:
Paul W. G. Richardson

 Mark
Povey, Esq.

 Vicky Brown, Esq.

 Curt Myers, Esq.

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

      DIVISION OF
CORPORATION FINANCE

March 26 , 2013

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
  Response letter filed March 12, 2013

Dear Mr. Richardson :

We have reviewed your response letter and have the following comments.

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 information you provide in response to these comments, we
may have additional comments.

General

1. We note that your response to comment 1 in our letter dated December 13, 2012
includes information regarding services subsidiaries provided in or relating to Iran.
Please clarify for us your statement on page 18 of th e 20-F that the Group has no
operations in Iran.  If you make this statement in future filings, please also make clear
that you have Iran -related operations, by adding information about subsidiaries
providing services in or relating to Iran.

Paul Richardson
WPP plc
March 26, 2013
Page 2

 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 Globa l Security Risk

cc:  Larry Spirgel
  Assistant Director
 Division of Corporation Finance

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 Direct Dial: 212.468.4944

Personal Fax: 212.974.6969

 Email: rnorton@dglaw.com

 March 12, 2013

By Email

 Cecelia Blye, Esq.,
Chief

 Office of Global Security Risk

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
WPP plc

Form 20-F for the Fiscal Year Ended December 31, 2011

Filed April 30, 2012

File No. 0-16350

 Dear Ms. Blye:

 On behalf of WPP plc (the “Company”), this letter responds to the comments received from the Division of
Corporation Finance of the Securities and Exchange Commission (the “Commission”) in a letter dated December 13, 2012 (the “Comment Letter”) pertaining to the captioned report on Form 20-F. For ease of reference in this
letter, the Commission’s comments contained in the Comment Letter are reproduced in bold in numerical sequence in this letter, and the corresponding responses of the Company are shown below each comment. All dollar amounts are in U.S. dollars
unless otherwise indicated and are approximations, in part because some were originally calculated in other currencies.

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. We 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.

 As you know, Iran, Syria and Cuba are designated by the U.S. Department of State as state sponsors of terrorism, and are subject 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

 Cecelia Blye, Esq.

 Securities and Exchange Commission

 March 12, 2013

 Page
 2

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
referenced countries, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities controlled by those governments.

The limited activities that the Company has engaged in that are associated with Iran, Syria and Cuba are described below. To put the
activities in these countries in context, the Company’s overall revenues in 2011 were more than $10 billion.

 The
discussion below is organized by principal operating unit.

 JWT

The Company indirectly owns 40.2% of JWT Limited Liability, a Syrian company (“JWT LL”). This interest increased from 31.08% in
2009 and 33.0% in 2011 as a result of increases in the Company’s interest in an intervening holding company, JWT Middle East and North Africa (“JWT MENA”), from 53% in 2009 to 55% in 2011 and 67% in 2012. JWT LL provides advertising
services to clients in Syria. JWT LL’s revenues associated with these services were $945,663 in 2009, $1,240,957 in 2010, $783,269 in 2011 and $232,987 in 2012. The Company’s proportionate share of these revenues was $300,721 in 2009,
$394,624 in 2010, $258,479 in 2011 and $93,661 in 2012. The Company received dividends of $175,432 in 2009 and $239,876 in 2010. No distributions were made in 2011.

 JWT does not have any assets, employees or operations in Iran. However, until December 31, 2010, JWT LLC, a United Arab Emirates company, obtained some services from an Iranian agency called Darvaag.
JWT LLC billed clients on behalf of Darvaag but earned no revenues from Darvaag’s work. As of January 1, 2011, JWT LLC has ceased working for any client in Iran and has had no billings on behalf of clients with Darvaag.

Ogilvy & Mather Worldwide (“Ogilvy”)

 The Company owns a minority interest (40%) in Memac Holding Inc., a Panamanian company, which, in turn, owns a minority interest (49%) in Memac Ogilvy Droubi (“Droubi”), a Syrian
company that commenced operations in August 2009.

 Cecelia Blye, Esq.

 Securities and Exchange Commission

 March 12, 2013

 Page
 3

The Company’s effective interest in Droubi is therefore only 19.6%. Droubi provides advertising services to clients in Syria. Droubi’s revenues associated with these services were
approximately $140,000 in 2009, $80,000 in 2010, $200,000 in 2011 and $124,000 in 2012. The Company’s proportionate share of these revenues over the last four years amounted to approximately $106,624. None of the revenue has been derived from
governmental clients.

 Memac Holding Inc. holds no interest in any company in Iran, but does use a third party Iranian-based
agency called Medya Design Group to supply services to a client that requests fulfilment of services in Iran. Memac Holding Inc.‘s revenues in Iran in 2012 were $24,000. None of this revenue was derived from governmental clients.

The Kantar Group (“Kantar”)

 Certain units of the Company’s Information, Insight and Consultancy segment, managed under the umbrella of Kantar, perform services for clients in Iran and Syria. For such purposes, these companies,
including TNS Middle East & Africa Ltd. (“TNS”), AMRB, Milward Brown, Kantar Media and Kantar Health, subcontract the fieldwork to third party agencies.

 TNS earned revenues in Syria of approximately $473,078 in 2009, $471,796 in 2010, $172,747 in 2011 and $122,693 in 2012. TNS earned revenues in Iran of $756,580 in 2009, $492,490 in 2010, $368,329 in 2011
and $0 in 2012. Milward Brown earned revenues in Iran of $120,000 in 2011. Kantar Media had revenues in Iran of $24,000 in 2009, $18,000 in 2010 and $26,000 in 2011 and had revenues in Syria of $43,000 in 2009, $327,000 in 2010, $256,000 in 2011 and
$154,000 in 2012 and expects to earn $210,000 in 2013. Kantar Health’s unit KH Middle East North Africa (“KH MENA”) works with clients based either in Egypt or Dubai on projects that cover multiple countries, including Iran. The
portion of the revenues associated with these projects that related to Iran came to $11,032 in 2009, $0 in 2010, $58,800 in 2011 and $97,984 in 2012. AMRB conducts analysis and reporting in Dubai on data collected by a client via third party
agencies in Iran but has no direct dealings with any parties in Iran, although before 2011 AMRB staff occasionally traveled to Iran for presentations. AMRB’s revenues relating to this Iranian data came to $291,000 in 2009, $314,000 in 2010,
$273,000 in 2011 and $102,000 in 2012. AMRB performed similar services for the same client relating to Syria and earned $120,000 in 2009, $155,000 in 2010, $22,000 in 2011 and $121,000 in 2012 for this work.

 Cecelia Blye, Esq.

 Securities and Exchange Commission

 March 12, 2013

 Page
 4

 Milward Brown also performed some data collection work for one client involving a
client-supplied sample that included a few email addresses in Cuba and Syria, but it is unclear whether any responses were received from those email addresses.

 Hill & Knowlton

 Since the dates of our letters to you in 2009,
Hill & Knowlton has not had any business or contacts in Iran, Syria or Cuba.

 Grey

A Grey agency in Berlin named Dorland provided advertising services in Germany on a project basis to a German company that is owned and
operated by an Iranian. The services were provided during 2009 and 2010 and revenues totaled $110,000. Grey’s agency in Beirut, Lebanon, provided advertising services to a client in Syria until mid-2012. Revenues associated with this work were
$121,000 in 2009, $50,000 in 2010, $184,000 in 2011 and $89,000 in 2012. Grey’s agency G2 Spain has been providing services to a Spanish client for use by its Cuban subsidiary since 2011. Revenues associated with this work were $41,000 in 2011
and $108,000 in 2012 and are expected to reach $31,000 in 2013. Grey’s affiliate in Costa Rica, Grey Jotabequ, provided marketing services to a Brazilian client for use in Cuba; revenues were $150,000 per year for 2009 through 2011.

GroupM

Certain units of the Company’s media investment management segment, managed under the umbrella of GroupM, perform services for
clients in Iran and Syria. These units included MEC Dubai, MindShare MENA and MediaCom.

 MEC Dubai arranged media bookings in
Iran of $851,000 in 2011 for which it earned $26,400 in revenues. MEC Dubai arranged media bookings in Syria of $106,000 in 2011 for which it earned $0 in revenues. MEC Dubai also arranged one small media booking of KWD 68 in Syria in 2010. MEC
Dubai had no other business relating to Iran, Syria or Cuba in 2009 through 2012.

 MindShare MENA purchases media space in
Iran and Syria. Media purchases in Iran are made through media representation houses located outside Iran. MindShare MENA arranged media bookings in Iran of $1,164,573 in 2009, $303,745 in 2010,

 Cecelia Blye, Esq.

 Securities and Exchange Commission

 March 12, 2013

 Page
 5

$2,159,978 in 2011 and $215,218 in 2012. The revenues associated with those activities amounted to $32,949 in 2009, $8,773 in 2010, $24,771 in 2011 and $42,930 in 2012. MindShare MENA arranged
media bookings in Syria of $368,847 in 2009, $940,304 in 2010, $281,713 in 2011 and $82,085 in 2012. The revenues associated with those activities amounted to $20,545 in 2009, $22,029 in 2010, $7,063 in 2011 and $2,965 in 2012.

MediaCom arranged media bookings in Syria of $1,823,601 in 2009, $2,022,433 in 2010, $2,091,968 in 2011 and $201,028 in 2012, for which
it earned revenues of $0 in 2009, $426 in 2010, $8,096 in 2011 and $0 in 2012. The media bookings in 2009 and 2010 were made though MindShare MENA and the bookings in 2011 and 2012 were made through JWT LL, so MediaCom received no commercial benefit
in either case.

 Y&R

 The Company’s Menacom Group provides services to clients in the Middle East and North Africa. Subgroups, including Intermarkets (part of Y&R), Asda’a (part of Burson-Marsteller) and
Wunderman use a company called Intermarkets Syria for work in Syria. The Company does not directly or indirectly hold any equity in Intermarkets Syria.

 In 2009 Menacom Intermarkets Lebanon provided services to Intermarkets Syria worth $21,960. Menacom Intermarkets made service purchases from Intermarkets Syria of $14,230 in 2009 and $4,600 in 2010.
Menacom Asda’a made service purchases from Intermarkets Syria of $9,940 in 2009 and $16,400 in 2010. Menacom Wunderman made service purchases from Intermarkets Syria of $8,000 in 2010 and $3,000 in 2011.

The Menacom Group also includes an associated entity in Jordan doing business under the names of Team (part of Y&R), Intermarkets
MEC, Asda’a and Wunderman. The associate in Jordan made service purchases from suppliers in Syria worth $5,643 in 2009, $59,937 in 2010, $180,759 in 2011 and $96,570 in 2012.

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 period. Also, address materiality
in terms of qualitative factors that a reasonable investor would

 Cecelia Blye, Esq.

 Securities and Exchange Commission

 March 12, 2013

 Page
 6

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, and 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 investor sentiment evidenced by such actions directed toward companies that have operations associated with Iran, Syria and Cuba.

 The Company does not believe that its contacts with Iran, Syria and Cuba are material to its business. From a quantitative perspective, the Company’s contacts with these three countries are
negligible. Its aggregate 2011 revenues associated with contacts with these countries amounted to approximately $1,700,000, or less than 0.017% of the Company’s overall 2011 revenues.

Given the quantitative insignificance of the contacts described above, and given that the contacts are focused exclusively on the
provision of marketing communications services on behalf of multinational clients, the Company does not believe that its contacts with Iran, Syria and Cuba pose any investment risk for its security holders from a qualitative perspective, including
any risk of a potential material adverse impact on the Company’s reputation and share value.

 * * * *

On behalf of the Company we acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in its annual report on Form 20-F;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the annual
report on Form 20-F; 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.

 Cecelia Blye, Esq.

 Securities and Exchange Commission

 March 12, 2013

 Page
 7

 Please do not hesitate to contact the undersigned at (212) 468-4944 if you have any
further comments or questions.

 Very truly yours,

 /s/ Ralph W. Norton

 Ralph W. Norton

Cc:
Paul W. G. Richardson

 Mark
Povey, Esq.

 Vicky Brown, Esq.

 Curt Myers, Esq.

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

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

       DIVISION OF
CORPORATION FINANCE

    December 24, 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 refer you to our comment letters dated September 30, 2009 and November 30,
2009 regarding business contacts with Iran and Sy ria.  We have completed our review of
this subject matter and have no further comments at this time.          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

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D&G|DAVIS & GILBERT LLP
    ATTORNEYS AT LAW
                             1740 Broadway         T:212.468.4800  www.dglaw.com
                             New York, NY 10019    F:212.468.4888
[GRAPHIC OMITTED]

                                                       Direct Dial: 212.468.4944
                                                      Personal Fax: 212.974.6969
                                                        Email: rnorton@dglaw.com

December 9, 2009

By Email

Cecelia Blye, Esq., Chief
Office of Global Security Risk
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549

         Re:    WPP plc
                Form 20-F for the Fiscal Year Ended December 31, 2008
                Filed May 12, 2009
                File No. 0-16350

Dear Ms. Blye:

     On behalf of WPP plc (the "Company"),  this letter responds to the comments
received from the Division of Corporation Finance of the Securities and Exchange
Commission (the  "Commission") in a letter dated November 30, 2009 (the "Comment
Letter")  pertaining to the captioned report on Form 20-F. For ease of reference
in this letter,  the Commission's  comments  contained in the Comment Letter are
reproduced in bold in numerical  sequence in this letter,  and the corresponding
responses of the Company are shown below each comment.

     1.   We note your response to our prior comments. We note that according to
          your website,  your Mindshare and Intermarkets  divisions have offices
          in Damascus,  Syria and according to a job 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,  including  the  services  provided in these  offices and the
          amount of associated revenues for each of the last three fiscal years.

     Notwithstanding the reference on the Company's website,  Mindshare does not
have an office in Damascus.  The Damascus "office"  referenced on the website is
actually just a desk in  Mindshare's  Lebanon  office.  Mindshare is part of the
Company's  GroupM  division.  As noted in our letter of November 13, 2009, under
the caption "GroupM", the Company has a minority interest in MEC (Mediaedge:cia)
FZ LLC  ("MEC"),  and  MEC  uses  an  unaffiliated  entity  in  Damascus  called
Intermarkets  Advertising  LLC  ("Intermarkets
<PAGE>
DAVIS & GILBERT LLP

Cecelia Blye, Esq.
Securities and Exchange Commission
December 9, 2009
Page 2

Syria") to book media space in Syria. The services and revenues  associated with
this work are described in our prior letter.

     The  reference  on the  Company's  website  to an  Intermarkets  office  in
Damascus refers to an office of Intermarkets  Syria, which as noted above is not
affiliated  with the  Company.  In 2008 the Company  acquired  part of an agency
called  Intermarkets that had a number of offices in the Middle East,  including
offices in Dubai,  Bahrain,  Saudi  Arabia and  Damascus.  The  Company  did not
acquire the  Damascus  office as part of the  transaction  and in fact asked the
Damascus office to remove the word  "Intermarkets"  from its name.  Intermarkets
Syria has not yet complied with that request.  The Company intends to remove the
reference to Intermarkets Syria's Damascus office from the Company's website.

     The Y&R office in Iran was shut down in March 2008.

     2.   We note the  representation in your November 13, 2009 letter 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
          provision 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.

     As noted in our letter of  November  13,  2009,  the work done for a United
Kingdom   subsidiary  of  Melli  Bank  was  a  small   project  that   generated
approximately  $12,000 of revenues for Hill & Knowlton Belgium. The Company does
not believe  that this  insignificant  project has any  potential  impact on the
Company's reputation.

                                     * * * *

     On behalf of the Company we acknowledge that:

o    the Company is responsible  for the adequacy and accuracy of the disclosure
     in its  annual  reports  on Form  20-F;
<PAGE>
DAVIS & GILBERT LLP

Cecelia Blye, Esq.
Securities and Exchange Commission
December 9, 2009
Page 3

o    staff  comments or changes to disclosure  in response to staff  comments do
     not  foreclose  the  Commission  from taking any action with respect to the
     annual  reports  on Form  20-F;  and
o    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.

     Please do not hesitate to contact the  undersigned at (212) 468-4944 if you
have any further comments or questions.

Very truly yours,

/s/ Ralph W. Norton

Ralph W. Norton

Cc:      Paul W. G. Richardson
         Mark Povey, Esq.
         Firouzeh Bahrampour, Esq.
         Curt Myers, Esq.
</TEXT>
</DOCUMENT>

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

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                              DAVIS & GILBERT LLP
                                 1740 BROADWAY
                            NEW YORK, NEW YORK 10019

DIRECT DIAL NUMBER                                          MAIN FACSIMILE
(212) 468-4944                                              (212) 468-4888
 EMAIL ADDRESS                                            PERSONAL FACSIMILE
rnorton@dglaw.com                                           (212) 974-6969

                                                        November 13, 2009

VIA EMAIL AND EDGAR

Cecilia Blye, Esq., Chief
Office of Global Security Risk
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

                Re:     WPP plc
                        Form 20-F for the Fiscal Year Ended December 31, 2008
                        Filed May 12, 2009
                        File No. 0-16350

Dear Ms. Blye:

     On behalf of WPP plc (the "Company"),  this letter responds to the comments
received from the Division of Corporation Finance of the Securities and Exchange
Commission (the "Commission") in a letter dated September 30, 2009 (the "Comment
Letter")  pertaining to the captioned report on Form 20-F. For ease of reference
in this letter,  the Commission's  comments  contained in the Comment Letter are
reproduced in bold in numerical  sequence in this letter,  and the corresponding
responses of the Company are shown below each comment.

     1.   It  appears  from your  website  and the  websites  of certain of your
          subsidiaries that some of your divisions and subsidiaries have offices
          in Damascus,  Syria.  It appears from various news  articles and other
          public sources 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 discuss contacts with Iran, Syria
          and Cuba.  Iran, Syria and Cuba are identified by the State Department
          as state  sponsors  of  terrorism,  and are  subject 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,
<PAGE>
Cecilia Blye, Esq.
Securities and Exchange Commission
November 13, 2009
Page 2

          Syria and Cuba,  whether through  affiliates,  distributors,  or other
          direct or indirect  arrangements.  Your response  should  describe any
          services you have provided into those  countries,  and any agreements,
          commercial  arrangements,  or  other  contacts  you  have had with the
          governments  of  those  countries  or  entities  controlled  by  those
          governments.

     The limited  activities that the Company has engaged in that are associated
with Iran and Syria are described below. The Company does not have any direct or
indirect contacts with Cuba. To put the activities in Iran and Syria in context,
the Company's overall revenues in 2008 were approximately  $12.3 billion. To the
best of our knowledge,  no U.S.  persons  (including  U.S.  citizens,  permanent
residents,  individuals or entities physically located in the U.S., and branches
and subsidiaries of U.S. corporations) are involved in these activities.

     The discussion below is organized by principal operating unit.

     JWT
     ---

     The Company indirectly owns 31.08% of JWT Limited Liability (formerly known
as J. Walter Thompson Damascus, d/b/a Tihama al Mona Damascus), a Syrian company
("JWT LL"). JWT LL provides  advertising  services to clients in Syria. JWT LL's
revenues  associated  with these services were  approximately  $631,000 in 2006,
$523,000 in 2007 and  $726,000 in 2008.  The  Company's  proportionate  share of
these revenues  would be  approximately  $196,115 in 2006,  $162,548 in 2007 and
$225,641 in 2008;  however,  dividends actually received by the Company were nil
in 2006, $105,000 in 2007 and $101,000 in 2008.

     JWT does not have any assets,  employees or operations in Iran. However, in
order to service  certain  clients with  business in Iran JWT LLC, a United Arab
Emirates company,  obtains some services from a local agency called Darvaag. JWT
LLC bills the clients on behalf of Darvaag but earns no revenues from  Darvaag's
work. There is no standing agreement between JWT LLC and Darvaag.

     Ogilvy & Mather Worldwide ("Ogilvy")
     ------------------------------------

     The Company owns a minority  interest (40%) in Memac Holding Inc., a Panama
company,  which, in turn, owns a minority  interest (49%) in Memac Ogilvy Droubi
("Droubi"),  a Syrian company that commenced  operations in August of this year.
Therefore, the Company's effective interest in Droubi is only 19.6%. The Company
has no board  representation in Droubi.  Droubi provides advertising services to
clients in Syria.  Droubi's revenues associated with these services are expected
to be  approximately  $160,000 in 2009.  The Company's  proportionate  shares of
these revenues would be approximately $31,360.

     The Kantar Group ("Kantar")
     ---------------------------

     Certain  units  of  the  Company's  Information,  Insight  and  Consultancy
segment,  managed under the umbrella of Kantar,  perform services for clients in
<PAGE>
Cecilia Blye, Esq.
Securities and Exchange Commission
November 13, 2009
Page 3

Iran and Syria.  For such  purposes,  these  companies,  including  AMRB and TNS
Middle East & Africa Ltd. ("TNS MEA"),  subcontract the fieldwork to third party
agencies.  AMRB's  revenues  associated  with these services were  approximately
$136,800 in 2006,  $122,700 in 2007, $49,000 in 2008, and a total of $400,000 in
the first three  quarters  of 2009.  TNS,  which was  acquired by the Company in
October 2008,  earned revenues of approximately  $1,400,000 in 2008 and $950,000
in the first nine months of 2009 for these  services  in Iran and Syria.  Of the
amounts   earned  in  2008,   TNS  MEA  paid  out   approximately   $590,000  to
subcontractors.  In addition,  BMRB International,  an affiliate of the Company,
has  granted  an Iranian  company  the right to use BRMB's  Target  Group  Index
materials  in Iran and has  granted  another  Iranian  company  the right to use
BRMB's  Publisher Tool Kit software in Iran. The revenue  associated  with these
license agreements is approximately $40,000 per year.

     Hill & Knowlton
     ---------------

     In July and August  2009,  Hill & Knowlton  Belgium,  an  affiliate  of the
Company,  provided  services in connection  with a small project  (approximately
$12,000) to the subsidiary in the United Kingdom of Melli Bank, an Iranian state
owned bank.

     Grey
     ----

     Grey does not have any assets, employees or operations in Iran. However, in
order to service a European client with business in Iran, Grey Worldwide  Middle
East Network  Sarl ("Grey  MENS"),  an  affiliate  of the Company,  obtains some
services  from a local agency called  Eshareh  Advertising  Agency  ("Eshareh").
Eshareh purchases media space on behalf of Grey MENS for the client.  Grey MENS'
revenues  associated  with these  services were  approximately  $41,000 in 2006,
$85,000 in 2007 and $100,000 in 2008.

     GroupM
     ------

     The Company owns a minority interest (49.12%) in MEC (Mediaedge:cia) FZ LLC
("MEC"),  which books media space in Syria for some of its international clients
through a local agency called  Intermarkets  Advertising  LLC  ("Intermarkets").
Intermarkets  sometimes  books media space outside Syria through MEC for some of
its  own  clients.   MEC's   revenues   associated   with  these  services  were
approximately  $7,600 in 2006, $8,500 in 2007, $5,200 in 2008 and $6,200 for the
first nine months of 2009. The Company's  proportionate  share of these revenues
would be approximately $3,733 in 2006, $4,175 in 2007, $2,554 in 2008 and $3,045
for the first nine months of 2009.

     MEC has also  booked  media  space  in Iran  for some of its  international
clients through a local agency called Hadaf Nihai Co. MEC's revenues  associated
with these  services  were  approximately  $10,500 in 2006 and  $14,200 in 2007;
revenues  associated  with these  services  were nil in 2008 and the first three
quarters of 2009. The Company's  proportionate  share of these revenues would be
approximately $5,158 in 2006 and $6,975 in 2007.
<PAGE>
Cecilia Blye, Esq.
Securities and Exchange Commission
November 13, 2009
Page 4

     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 any subsequent period. Also, address materiality in terms of
          qualitative 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. As
          you  may  be  aware,   various   state  and   municipal   governments,
          universities,  and other investors have proposed or adopted divestment
          or similar  initiatives  regarding  investment  in  companies  that do
          business  with state sponsor of terrorism.  You  materiality  analysis
          should  address  the  potential  impact  of  the  investor   sentiment
          evidenced  by  such  actions   directed  toward  companies  that  have
          operations associated with Iran, Syria and Cuba.

     The Company  does not  believe  that its  contacts  with Iran and Syria are
material  to  its  business.  From a  quantitative  perspective,  the  Company's
contacts  with  Iran and Syria  are  negligible.  Its  aggregate  2008  revenues
associated  with  contacts with these two  countries  amounted to  approximately
$1,400,000, or less than 0.015% of the Company's overall 2008 revenues. As noted
above, the Company does not have any contacts with Cuba.

     Given the quantitative  insignificance of the contacts described above, and
given that the contacts are focused  exclusively  on the  provision of marketing
communications services on behalf of multinational clients, the Company does not
believe that its contacts with Iran and Syria pose any  investment  risk for its
security  holders  from a  qualitative  perspective,  including  any  risk  of a
potential material adverse impact on the Company's reputation and share value.

                                     * * * *

     On behalf of the Company we acknowledge that:

     o    the  Company is  responsible  for the  adequacy  and  accuracy  of the
          disclosure  in its annual  reports on Form 20-F;
     o    staff  comments or changes to disclosure in response to staff comments
          do not foreclose the Commission from taking any action with respect to
          the  annual  reports on Form 20-F;  and
     o    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.

<PAGE>
Cecilia Blye, Esq.
Securities and Exchange Commission
November 13, 2009
Page 5

     Please do not hesitate to contact the  undersigned at (212) 468-4944 if you
have any further comments or questions.

                                        Very truly yours,

                                        /s/ Ralph W. Norton
                                        Ralph W. Norton

cc:     Paul W.G. Richardson
        Mark Povey, Esq.
        Firouzeh Bahrampour, Esq.
        Curt Myers, Esq.
</TEXT>
</DOCUMENT>

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

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

Mail Stop 3720

October 24, 2006

Mr. Paul W G Richardson
Group Finance Director
WPP Group plc
27 Farm Street
London W1J 5RJ England

 Re: WPP Group plc
Form 20-F for the Fiscal Ye ar Ended December 31, 2005
  Filed June 28, 2006

  File No. 0-16350

Dear Mr. Richardson:

 We have completed our review of your Form 20- F and related filings and do not, at this time,
have any further comments.

        S i n c e r e l y ,

        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       September 19, 2006

Mr. Paul W G Richardson
Group Finance Director
WPP Group plc
27 Farm Street
London W1J 5RJ England

 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. Richardson:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not
intend to expand our review to other portions of your documents.  Please address the following comments in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Paul W G Richardson
WPP Group plc September 19, 2006 Page 2
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 polices 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 the Commission’s Interpretive Release on Management’s 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.

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.

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

Mr. Paul W G Richardson
WPP Group plc September 19, 2006 Page 3
• 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.

(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.

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.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detail letters greatly facilitate our review.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filing includes all information required under the Securities 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 a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Paul W G Richardson
WPP Group plc September 19, 2006 Page 4

 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 comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.

You may contact Christine Adams, Sta ff Accountant, at (202) 551-3363 or Terry
French, Accountant Branch Chief, at (202) 551-3828 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.

        S i n c e r e l y ,

        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r