SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

                               Amendment No. 1 to
                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

For the fiscal year ended               Commission file number
December 31, 2001                                1-6686

                    THE INTERPUBLIC GROUP OF COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                  13-1024020
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)               Identification  No.)

1271 Avenue of the Americas                          10020
New York, New York                                 (Zip Code)
(Address of principal executive offices)

                                 (212) 399-8000
               Registrant's telephone number, including area code

           Securities registered pursuant to Section 12(b) of the Act:

                                               Name of each exchange on
Title of each class                                which registered
-------------------                            ------------------------
Common Stock                                   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No____.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.___.

The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant was $12,577,276,869 as of March 15, 2002.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

Common Stock outstanding at March 15, 2002:  380,207,886 shares.


                                  Introduction

              This Form 10-K/A amends the Form 10-K filed by The Interpublic
Group of Companies, Inc. ("Interpublic") on April 1, 2002 for the fiscal year
ended December 31, 2001. This Form 10-K/A is being filed solely to set forth in
a new Exhibit 13.1 certain information from Interpublic's Annual Report to
Stockholders for the year ended December 31, 2001 that is required by Item 5 of
Part II of Form 10-K. This Form 10-K/A amends Item 14 of Part IV of
Interpublic's original Form 10-K filing only, and all other portions of
Interpublic's original 10-K filing remain in effect.


                                 PART IV


Item 14.   Exhibits, Financial Statement Schedule, and Reports on Form 8-K

         (a) Listed below are all financial statements, financial statement
schedules and exhibits filed as part of this Report on Form 10-K/A.

         1.   Financial Statements:

              See the Index to Financial Statements on page F-1.*

         2.   Financial Statement Schedule:

              See the Index to Financial Statement Schedule on page F-1.*

         3.   Exhibits:

         (Numbers used are the numbers assigned in Item 601 of Regulation S-K
and the EDGAR Filer Manual. An additional copy of this exhibit index immediately
precedes the exhibits filed with this Report on Form 10-K/A and the exhibits
transmitted to the Commission as part of the electronic filing of the Report.)


Exhibit No.    Description


3        (i)    The Restated Certificate of Incorporation of the Registrant, as
                amended is incorporated by reference to its Report on Form 10-Q
                for the quarter ended June 30, 1999. See Commission file number
                1-6686.

         (ii)   The By-Laws of the Registrant, amended as of February 19, 1991,
                are incorporated by reference to its Report on Form 10-K for the
                year ended December 31, 1990. See Commission file number 1-6686.

4        Instruments Defining the Rights of Security Holders.

         (i)    Senior Debt Indenture dated as of October 20, 2000 between the
                Registrant and The Bank of New York, as Trustee is incorporated
                by reference to Exhibit 99.1 to the Registrant's Current Report
                on Form 8-K dated October 24, 2000.

         (ii)   First Supplemental Indenture, dated August 22, 2001 between The
                Interpublic Group of Companies, Inc. and The Bank of New York,
                as trustee. is incorporated by reference to Exhibit 4.2 to the
                Registrant's Registration Statement Form S-4 (No. 333-74476).

         (iii)  Second Supplemental Indenture dated as of December 14, 2001
                between the Registrant and The Bank of New York, as Trustee is
                incorporated by reference to Exhibit 4.4 to the Registrant's
                Registration Statement on Form S-3 (No. 333-82368).

         (iv)   Registration Rights Agreement dated as of December 14, 2001
                between the Registrant and Salomon Smith Barney Inc., as
                representative of the initial purchasers named therein is
                incorporated by reference to Exhibit 4.4 to the Registrant's
                Registration Statement on Form S-3 (No. 333-82368).

         (v)    Indenture, dated as of September 16, 1997 between Interpublic
                and The Bank of New York is incorporated by reference to the
                Registrant's Report on Form 10-Q for the quarter ended September
                30, 1998. See Commission file number 1-6686.

         (vi)   The Preferred Share Purchase Rights Plan as adopted on July 18,
                1989 is incorporated by reference to Registrant's Registration
                Statement on Form 8-A dated August 1, 1989 (No. 00017904) and,
                as amended, by reference to Registrant's Registration Statement
                on Form 8 dated October 3, 1989 (No. 00106686).

10       Material Contracts.

         (a)    Purchase Agreement, dated September 10, 1997, among The
                Interpublic Group of Companies, Inc. ("Interpublic"), Morgan
                Stanley & Co., Incorporated, Goldman Sachs and Co. and SBC
                Warburg Dillon Read Inc. is incorporated by reference to the
                Registrant's Report on Form 10-Q for the quarter ended September
                30, 1999. See Commission file number 1-6686.

         (b)    Employment, Consultancy and other Compensatory Arrangements with
                Management.

                Employment and Consultancy Agreements and any amendments or
                supplements thereto and other compensatory arrangements filed
                with the Registrant's Reports on Form 10-K for the years ended
                December 31, 1980 through December 31, 2001 inclusive, or filed
                with the Registrant's Reports on Form 10-Q for the periods ended
                March 31, 2001, June 30, 2001 and September 30, 2001 are
                incorporated by reference in this Report on Form 10-K/A. See
                Commission file number 1-6686. Listed below are agreements or
                amendments to agreements between the Registrant and its
                executive officers which remain in effect on and after the date
                hereof or were executed during the year ended December 31, 2001
                and thereafter, unless previously submitted, which are filed as
                exhibits to this Report on Form 10-K/A.

                  (i)    John J. Dooner

                         (a) Supplemental Agreement, dated as of April 1, 2000
                             to an Employment Agreement between Registrant and
                             John J. Dooner is incorporated by reference to
                             Exhibit 10(b)to Registrant's Report on Form 10-Q
                             for the quarter ended March 31, 2000. See
                             Commission file number 1-6686.

                         (b) Supplemental Agreement, dated as of January 1, 1999
                             to an Employment Agreement made as of January 1,
                             1994 between Registrant and John J. Dooner is
                             incorporated by reference to Exhibit 10(e)to
                             Registrant's Report on Form 10-Q for the quarter
                             ended March 31, 1999. See Commission file number
                             1-6686.

                         (c) Executive Severance Agreement dated January 1, 1998
                             between Registrant and John J. Dooner is
                             incorporated by reference to Exhibit 10(b)to
                             Registrant's Report on Form 10-Q for the quarter
                             ended March 31, 1998. See Commission file number
                             1-6686.

                         (d) Supplemental Agreement, dated as of September 1,
                             1997 to an Employment Agreement between Registrant
                             and John J. Dooner is incorporated by reference to
                             Exhibit 10(k)to Registrant's Report on Form 10-Q
                             for the quarter ended September 30, 1997. See
                             Commission file number 1-6686.

                         (e) Supplemental Agreement made as of July 1, 1995, by
                             and between Registrant and John J. Dooner to an
                             Employment Agreement made as of January 1, 1994 is
                             incorporated by reference to Exhibit 10(B)to
                             Registrant's Report on Form 10-Q for the quarter
                             ended September 30, 1995. See Commission file
                             number 1-6686.

                         (f) Executive Special Benefit Agreement made as of July
                             1, 1986 is incorporated by reference to Exhibit
                             10(e)to Registrant's Report on Form 10-K for the
                             year ended December 31, 1995. See Commission file
                             number 1-6686.

                         (g) Executive Severance Agreement made as of August 10,
                             1987 is incorporated by reference to Exhibit
                             10(h)to Registrant's Report on Form 10-K for the
                             year ended December 31, 1995. See Commission file
                             number 1-6686.

                         (h) Supplemental Agreement made as of May 23, 1990 to
                             an to an Executive Special Benefit Agreement made
                             as of July 1, 1986 is incorporated by reference to
                             Exhibit 10(l)to Registrant's Report on Form 10-K
                             for the year ended December 31, 1995. See
                             Commission file number 1-6686.

                         (i) Supplemental Agreement made as of August 10, 1992
                             to an Executive Severance Agreement made as of
                             August 10, 1987 is incorporated by reference to
                             Exhibit 10(p)to Registrant's Report on Form 10-K
                             for the year ended December 31, 1995. See
                             Commission file number 1-6686.

                         (j) Executive Special Benefit Agreement made as of,
                             July 1, 1992 is incorporated by reference to
                             Exhibit 10(q)to Registrant's Report on Form 10-K
                             for the year ended December 31, 1995. See
                             Commission file number 1-6686.

                         (k) Employment Agreement made as of January 1, 1994 is
                             incorporated by reference to Exhibit 10(r)to
                             Registrant's Report on Form 10-K for the year ended
                             December 31, 1995. See Commission file number
                             1-6686.

                         (l) Executive Special Benefit Agreement, dated as of
                             June 1, 1994 is incorporated by reference to
                             Exhibit 10(s)to Registrant's Report on Form 10-K
                             for the year ended December 31, 1995. See
                             Commission file number 1-6686.

                         (m) Supplemental Agreement, dated as of July 1, 1995 to
                             an Employment Agreement made as of January 1, 1994
                             between Registrant and John J. Dooner is
                             incorporated by reference to Exhibit 10(t)to
                             Registrant's Report on Form 10-K for the year ended
                             December 31, 1995. See Commission file number
                             1-6686.

                  (ii)   Sean F. Orr

                         (a) Supplemental Agreement, dated as of June 1, 2000 to
                             an Executive Severance Agreement, made as of April
                             27, 1999 Registrant and Sean F. Orr is incorporated
                             by reference to Exhibit 10(f) to Registrant's
                             Report on Form 10-Q for the year ended June 30,
                             2000. See Commission file number 1-6686.

                         (b) Supplemental Agreement, dated as of April 1, 2000
                             to an Employment Agreement between Registrant and
                             Sean F. Orr is incorporated by reference to Exhibit
                             10(c) to Registrant's Report on Form 10-Q for the
                             quarter ended March 31, 2000. See Commission file
                             number 1-6686.

                         (c) Executive Severance Agreement dated as of May 1,
                             1999 between Registrant and Sean F. Orr is
                             incorporated by reference to Exhibit 10(b)(i)(b) to
                             Registrant's Report on Form 10-K for the year ended
                             December 31, 1999. See Commission file number
                             1-6686.

                         (d) Employment Agreement, dated as of April 27, 1999 to
                             between Registrant and Sean F. Orr is incorporated
                             by reference to Exhibit 10(b)(i)(a) to Registrant's
                             Report on Form 10-K for the year ended December 31,
                             1999. See Commission file number 1-6686.


                         (e) Executive Severance Agreement dated as of April 27,
                             1999 between Registrant and Sean F. Orr is
                             incorporated by reference to Exhibit 10(b)(i)(c) to
                             Registrant's Report on Form 10-K for the year ended
                             December 31, 1999. See Commission file number
                             1-6686.

                  (iii)  David A. Bell

                         (a) David A. Bell Employment Agreement dated as of
                             January 1, 2000 between True North Communications
                             Inc. and David A. Bell.*

                         (b) Employment Agreement Amendment dated as of March 1,
                             2001 to an Employment Agreement dated as of January
                             1, 2000 between True North Communications Inc. and
                             David A. Bell.*

                  (iv)   Barry R. Linsky

                         (a) Supplemental Employment Agreement dated as of March
                             26, 2001 between Registrant and Barry R. Linsky.*

                         (b) Supplemental Agreement to an Executive Special
                             Benefit Agreement dated as of June 30, 2000 between
                             Registrant and Barry R. Linsky is incorporated by
                             reference to Exhibit 10(b)(ii)(a) to Registrant's
                             Report on Form 10-K for the year ended December 31,
                             2000. See Commission file number 1-6686.

                         (c) Executive Special Benefit-Income Replacement
                             Agreement dated as of June 1, 2000 between
                             Registrant and Barry R. Linsky is incorporated by
                             reference to Exhibit 10(b)(ii)(b) to Registrant's
                             Report on Form 10-K for the year ended December 31,
                             2000. See Commission file number 1-6686.

                         (d) Executive Severance Agreement dated as of January
                             1, 1998 between Registrant and Barry R. Linsky is
                             incorporated by reference to Exhibit 10(b)(iv) to
                             Registrant's Report on Form 10-K for the year ended
                             December 31, 1998. See Commission file number
                             1-6686.

                         (e) Supplemental Agreement dated as of August 1, 1996
                             to an Employment Agreement dated as of January 1,
                             1991 between Registrant and Barry R. Linsky is
                             incorporated by reference to Exhibit 10(b)(ii)(f)
                             to Registrant's Report on Form 10-K for the year
                             ended December 31, 1996. See Commission file number
                             1-6686.

                         (f) Supplemental Agreement, dated as of January 1, 1996
                             to an Employment agreement dated January 1, 1991
                             between Registrant and Barry R. Linsky is
                             incorporated by reference to Exhibit 10(b)(ii)(e)
                             to Registrant's Report on Form 10-K for the year
                             ended December 31, 1996. See Commission file number
                             1-6686.

                         (g) Supplemental Agreement, dated as of January 1, 1995
                             to an Employment Agreement dated as of January 1,
                             1991 between Registrant and Barry R. Linsky is
                             incorporated by reference to Exhibit 10(b)(ii)(d)
                             to Registrant's Report on Form 10-K for the year
                             ended December 31, 1996. See Commission file number
                             1-6686.

                         (h) Executive Special Benefit Agreement, dated as of
                             March 1, 1993 between Registrant and Barry R.
                             Linsky is incorporated by reference to Exhibit
                             10(b)(ii)(c) to Registrant's Report on Form 10-K
                             for the year ended December 31, 1996. See
                             Commission file number 1-6686.

                         (i) Supplemental Agreement, dated as of August 15, 1992
                             to an Employment Agreement dated as of January 1,
                             1991 between Registrant and Barry R. Linsky is
                             incorporated by reference to Exhibit 10(b)(ii)(a)
                             to Registrant's Report on Form 10-K for the year
                             ended December 31, 1996. See Commission file number
                             1-6686.

                  (v)    Bruce Nelson

                         (a) Employment Agreement dated as of September 5, 2000
                             between Registrant and Bruce Nelson is incorporated
                             by reference to Exhibit 10(b)(v)(a) to Registrant's
                             Report on Form 10-K for the year ended December 31,
                             2000. See Commission file number 1-6686.

                         (b) Executive Special Benefit Agreement dated as of
                             September 1, 2000 between Registrant and Bruce
                             Nelson is incorporated by reference to Exhibit
                             10(b)(v)(b) to Registrant's Report on Form 10-K for
                             the year ended December 31, 2000. See Commission
                             file number 1-6686.

                         (c) Supplemental Agreement dated as of September 1,
                             2000 to an Executive Special Benefit Agreement
                             dated as of January 1, 1986 between Registrant and
                             Bruce Nelson is incorporated by reference to
                             Exhibit 10(b)(v)(c) to Registrant's Report on Form
                             10-K for the year ended December 31, 2000. See
                             Commission file number 1-6686.

                  (vi)   Nicholas J. Camera

                         (a) Executive Severance Agreement dated as of October
                             31, 1997 between Registrant and Thomas Dowling.*

                  (vii)  Albert Conte

                         (a) Employment Agreement dated as of February 21, 2000
                             between Registrant and Albert Conte.*

                  (viii) Thomas Dowling

                         (a) Executive Special Benefit Agreement dated as of
                             February 1, 2000 between Registrant and Thomas
                             Dowling.*

                         (b) Executive Special Benefit Agreement dated as of
                             February 1, 2001 between Registrant and Thomas
                             Dowling.*

                  (ix)   C. Kent Kroeber

                         (a) Supplemental Agreement to an Executive Special
                             Benefit Agreement dated as of June 30, 2000 between
                             Registrant and C. Kent Kroeber is incorporated by
                             reference to Exhibit 10(b)(iii)(a) to Registrant's
                             Report on Form 10-K for the year ended December 31,
                             2000. See Commission file number 1-6686.

                         (b) Executive Special Benefit-Income Replacement
                             Agreement dated as of June 1, 2000 between
                             Registrant and C. Kent Kroeber is incorporated by
                             reference to Exhibit 10(b)(iii)(b) to Registrant's
                             Report on Form 10-K for the year ended December 31,
                             2000. See Commission file number 1-6686.

                  (x)    Gunnar Wilmot

                         (a) Executive Special Benefit Agreement dated as of
                             April 1, 1999 between Registrant and Gunnar
                             Wilmot.*

                         (b) Executive Special Benefit Agreement dated as of
                             October 1, 1996 between Registrant and Gunnar
                             Wilmot.*

                         (c) Supplemental Agreement made as of May 23, 1990 to
                             an Executive Special Benefit Agreement dated as of
                             January 1, 1990 between Registrant and Gunnar
                             Wilmot.*

                         (d) Executive Special Benefit Agreement dated as of
                             January 1, 1990 between Registrant and Gunnar
                             Wilmot.*

                  (xi)   Steven Berns

                         (a) Employment Agreement dated as of August 3, 1999
                             between Registrant and Steven Berns.*

                  (xii)  Richard A. Goldstein

                         (a) Richard A Goldstein Deferred Compensation
                             Agreement, dated as of June 1, 2001 between
                             Registrant and Richard A. Goldstein is incorporated
                             by reference to Exhibit 10(c) to Registrant's
                             Report on Form 10-Q for the quarter ended June 30,
                             2001. See Commission file number 1-6686.

        (c) Executive Compensation Plans.

            (i)    Trust Agreement, dated as of June 1, 1990 between
                   Interpublic, Lintas Campbell-Ewald Company, McCann-Erickson
                   USA, Inc., McCann-Erickson Marketing, Inc., Lintas, Inc. and
                   Chemical Bank, as Trustee, is incorporated by reference to
                   Registrant's Annual Report on Form 10-K for the year ended
                   December 31, 1990. See Commission file number 1-6686.

            (ii)   The Stock Option Plan (1988) and the Achievement Stock Award
                   Plan of the Registrant are incorporated by reference to
                   Appendices C and D of the Prospectus dated May 4, 1989
                   forming part of its Registration Statement on Form S-8 (No.
                   33-28143).

            (iii)  The Management Incentive Compensation Plan of the Registrant
                   is incorporated by reference to the Registrant's Report on
                   Form 10-Q for the quarter ended June 30, 1995. See Commission
                   file number 1-6686.

            (iv)   The 1986 Stock Incentive Plan of the Registrant is
                   incorporated by reference to Registrant's Annual Report on
                   Form 10-K for the year ended December 31, 1993. See
                   Commission file number 1-6686.

            (v)    The 1986 United Kingdom Stock Option Plan of the Registrant
                   is incorporated by reference to Registrant's Annual Report on
                   Form 10-K for the year ended December 31, 1992. See
                   Commission file number 1-6686.

            (vi)   The Employee Stock Purchase Plan (1985) of the Registrant, as
                   amended, is incorporated by reference to Registrant's Annual
                   Report on Form 10-K for the year ended December 31, 1993. See
                   Commission file number 1-6686.

            (vii)  The Long-Term Performance Incentive Plan of the Registrant is
                   incorporated by reference to Appendix A of the Prospectus
                   dated December 12, 1988 forming part of its Registration
                   Statement on Form S-8 (No. 33-25555).

            (viii) Resolution of the Board of Directors adopted on February 16,
                   1993, amending the Long-Term Performance Incentive Plan is
                   incorporated by reference to Registrant's Annual Report on
                   Form 10-K for the year ended December 31, 1992. See
                   Commission file number 1-6686.

            (ix)   Resolution of the Board of Directors adopted on May 16, 1989
                   amending the Long-Term Performance Incentive Plan is
                   incorporated by reference to Registrant's Report on Form 10-K
                   for the year ended December 31, 1989. See Commission file
                   number 1-6686.

            (x)    The 1996 Stock Incentive Plan of the Registrant is
                   incorporated by reference to the Registrant's Report on Form
                   10-Q for the quarter ended June 30, 1996. See Commission file
                   number 1-6686.

            (xi)   The 1997 Performance Incentive Plan of the Registrant is
                   incorporated by reference to the Registrant's Report on Form
                   10-Q for the quarter ended June 30, 1997. See Commission file
                   number 1-6686.

            (xii)  True North Communications Inc. Stock Option Plan,
                   incorporated by reference to Exhibit 4.5 of Post-Effective
                   Amendment No.1 on Form S-8 to Registration Statement on Form
                   S-4 (Registration No. 333-59254).

            (xiii) Bozell, Jacobs, Kenyon & Eckhardt, Inc. Stock Option Plan,
                   incorporated by reference to Exhibit 4.5 of Post-Effective
                   Amendment No.1 on Form S-8 to Registration Statement on Form
                   S-4 (Registration No. 333-59254).

            (xiv)  True North Communications Inc. Deferred Compensation Plan.*

            (xv)   Resolution of the Board of Directors of True North
                   Communications Inc. adopted on March 1, 2002 amending the
                   Deferred Compensation Plan.*

        (d) Loan Agreements.

            (i)    Other Loan and Guaranty Agreements filed with the
                   Registrant's Annual Report on Form 10-K for the years ended
                   December 31, 1988 and December 31, 1986 are incorporated by
                   reference in this Report on Form 10-K/A. Other Credit
                   Agreements, amendments to various Credit Agreements,
                   Supplemental Agreements, Termination Agreements, Loan
                   Agreements, Note Purchase Agreements, Guarantees and
                   Intercreditor Agreements filed with the Registrant's Report
                   on Form 10-K for the years ended December 31, 1989 through
                   December 31, 1999, inclusive and filed with Registrant's
                   Reports on Form 10-Q for the periods ended March 31, 2001,
                   June 30, 2001 and September 30, 2001 are incorporated by
                   reference into this Report on Form 10-K/A. See Commission
                   file number 1-6686.

        (e) Leases.

            Material leases of premises are incorporated by reference to the
            Registrant's Annual Report on Form 10-K for the years ended December
            31, 1980 and December 31, 1988. See Commission file number 1-6686.

        (f) Acquisition Agreement for Purchase of Real Estate.

            Acquisition Agreement (in German) between Treuhandelsgesellschaft
            Aktiengesellschaft & Co. Grundbesitz OHG and McCann-Erickson
            Deutschland GmbH & Co. Management Property KG ("McCann-Erickson
            Deutschland") and the English translation of the Acquisition
            Agreement are incorporated by reference to Registrant's Annual
            Report on Form 10-K for the year ended December 31, 1992. See
            Commission file number 1-6686.

        (g) Mortgage Agreements and Encumbrances.

            (i)    Summaries in German and English of Mortgage Agreements
                   between McCann-Erickson Deutschland and Frankfurter
                   Hypothekenbank Aktiengesellschaft ("Frankfurter
                   Hypothekenbank"), Mortgage Agreement, dated January 22, 1993,
                   between McCann-Erickson Deutschland and Frankfurter
                   Hypothekenbank, Mortgage Agreement, dated January 22, 1993,
                   between McCann-Erickson Deutschland and Hypothekenbank are
                   incorporated by reference to Registrant's Annual Report on
                   Form 10-K for the year ended December 31, 1993. See
                   Commission file number 1-6686. Summaries in German and
                   English of Mortgage Agreement, between McCann-Erickson
                   Deutschland and Frankfurter Sparkasse and Mortgage Agreement,
                   dated January 7, 1993, between McCann-Erickson Deutschland
                   and Frankfurter Sparkasse are incorporated by reference to
                   Registrant's Annual Report on Form 10-K for the year ended
                   December 31, 1992. See Commission file number 1-6686.

            (ii)   Summaries in German and English of Documents creating
                   Encumbrances in favor of Frankfurter Hypothekenbank and
                   Frankfurter Sparkasse in connection with the aforementioned
                   Mortgage Agreements, Encumbrance, dated January 15, 1993, in
                   favor of Frankfurter Hypothekenbank, and Encumbrance, dated
                   January 15, 1993, in favor of Frankfurter Sparkasse are
                   incorporated by reference to Registrant's Annual Report on
                   Form 10-K for the year ended December 31, 1992. See
                   Commission file number 1-6686.

            (iii)  Loan Agreement (in English and German), dated January 29,
                   1993 between Lintas Deutschland GmbH and McCann-Erickson
                   Deutschland is incorporated by reference to Registrant's
                   Annual Report on Form 10-K for the year ended December 31,
                   1992. See Commission file number 1-6686.

13    This Exhibit includes: (a) those portions of the Annual Report to
      Stockholders for the year ended December 31, 2001 which are included
      therein under the following headings: Financial Highlights; Report of
      Management; Management's Discussion and Analysis of Financial Condition
      and Results of Operations; Consolidated Balance Sheet; Consolidated
      Statement of Income; Consolidated Statement of Cash Flows; Consolidated
      Statement of Stockholders' Equity and Comprehensive Income; Notes to
      Consolidated Financial Statements (the aforementioned Consolidated
      Financial Statements together with the Notes to Consolidated Financial
      Statements are referred to herein as the "Consolidated Financial
      Statements"); Report of Independent Accountants; Selected Financial Data
      for Five Years; Results by Quarter (Unaudited); and Stockholders
      Information.*

13.1  Transfer Agent & Registrar for Common Stock.

21    Subsidiaries of the Registrant.*

23    Consent of Independent Accountants: PricewaterhouseCoopers LLP*
      Consent of Independent Public Accountants: J.H. Cohn LLP*
      Consent of Independent Accountants: Arthur Andersen LLP*
      Consent of Independent Accountants: Arthur Andersen LLP*

24    Power of Attorney to sign Form 10-K and resolution of Board of Directors
      re Power of Attorney.*

99    The Company filed the following reports on Form 8-K during the quarter
      ended December 31, 2001:

      (i)  Report dated December 11, 2001. Item 5 Other Events and Exhibit 99.1
           Press Release.

      (ii) Report dated, December 14, 2001.  Item 5 Other Events and Exhibit
           99.1 Press Release.

-----------

* Previously filed on The Interpublic Group of Companies, Inc. Annual Report on
Form 10-K, filed on April 1, 2002, for the year ended December 31, 2001.


                                   SIGNATURES


         Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                      THE INTERPUBLIC GROUP OF COMPANIES, INC.
                                                    (Registrant)


May 2, 2002                        BY: /s/ Nicholas J. Camera
                                       -------------------------------------
                                       Nicholas J. Camera
                                       Senior Vice President,
                                       General Counsel and Secretary


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on May 2, 2002.


         Name                        Title


     *
 ------------------------     Chairman of the Board,
     John J. Dooner, Jr.      President and Chief
                              Executive Officer (Principal
                              Executive Officer)


     *
-------------------------     Executive Vice President,
     Sean F. Orr              Chief Financial Officer
                              (Principal Financial
                              Officer) and Director


     *                        Director
-------------------------
     Frank J. Borelli


     *                        Director
-------------------------
     Reginald K. Brack


     *                        Director
-------------------------
     Jill M. Considine


     *                        Director
-------------------------
     Richard A. Goldstein


     *                        Director
-------------------------
     H. John Greeniaus


     *                        Director
-------------------------
     Michael I. Roth


     *                        Director
-------------------------
     J. Phillip Samper


     *
-------------------------     Vice President and
  Richard P. Sneeder, Jr.     Controller (Principal
                              Accounting Officer)


* By: /s/ Nicholas J. Camera
      -------------------------
      Nicholas J. Camera

      Attorney-in-Fact

---------------
* Such signature has been affixed pursuant to a Power of Attorney previously
filed as an exhibit to Interpublic's Annual Report on Form 10-K, filed on April
1, 2002, for the year ended December 31, 2001 and incorporated herein by
reference thereto.



                               INDEX TO DOCUMENTS



Exhibit No.     Description
-----------     -----------

3     (i)    The Restated Certificate of Incorporation of the Registrant, as
             amended is incorporated by reference to its Report on Form 10-Q for
             the quarter ended June 30, 1999. See Commission file number 1-6686.

      (ii)   The By-Laws of the Registrant, amended as of February 19, 1991, are
             incorporated by reference to its Report on Form 10-K for the year
             ended December 31, 1990. See Commission file number 1-6686.

4     Instruments Defining the Rights of Security Holders.

      (i)    Senior Debt Indenture dated as of October 20, 2000 between the
             Registrant and The Bank of New York, as Trustee is incorporated by
             reference to Exhibit 99.1 to the Registrant's Current Report on
             Form 8-K dated October 24, 2000.

      (ii)   First Supplemental Indenture, dated August 22, 2001 between The
             Interpublic Group of Companies, Inc. and The Bank of New York, as
             trustee. is incorporated by reference to Exhibit 4.2 to the
             Registrant's Registration Statement Form S-4 (No. 333-74476).

      (iii)  Registration Rights Agreement dated as of December 14, 2001 between
             the Registrant and Salomon Smith Barney Inc., as representative of
             the initial purchasers named therein is incorporated by reference
             to Exhibit 4.4 to the Registrant's Registration Statement on Form
             S-3 (No. 333-82368).

      (iv)   Second Supplemental Indenture dated as of December 14, 2001 between
             the Registrant and The Bank of New York, as Trustee is incorporated
             by reference to Exhibit 4.2 to the Registrant's Registration
             Statement on Form S-3 (No. 333-82368).

      (v)    The Preferred Share Purchase Rights Plan as adopted on July 18,
             1989 is incorporated by reference to Registrant's Registration
             Statement on Form 8-A dated August 1, 1989 (No. 00017904) and, as
             amended, by reference to Registrant's Registration Statement on
             Form 8 dated October 3, 1989 (No. 00106686).

10    Material Contracts.

      (a)    Purchase Agreement, dated September 10, 1997, among The Interpublic
             Group of Companies, Inc. ("Interpublic"), Morgan Stanley & Co.,
             Incorporated, Goldman Sachs and Co. and SBC Warburg Dillon Read
             Inc. is incorporated by reference to the Registrant's Report on
             Form 10-Q for the quarter ended September 30, 1999. See Commission
             file number 1-6686.

      (b)    Employment, Consultancy and other Compensatory Arrangements with
             Management.

             Employment and Consultancy Agreements and any amendments or
             supplements thereto and other compensatory arrangements filed with
             the Registrant's Reports on Form 10-K for the years ended December
             31, 1980 through December 31, 2000 inclusive, or filed with the
             Registrant's Reports on Form 10-Q for the periods ended March 31,
             2001, June 30, 2001 and September 30, 2001 are incorporated by
             reference in this Report on Form 10-K/A. See Commission file number
             1-6686. Listed below are agreements or amendments to agreements
             between the Registrant and its executive officers which remain in
             effect on and after the date hereof or were executed during the
             year ended December 31, 2001 and thereafter, unless previously
             submitted, which are filed as exhibits to this Report on Form
             10-K/A.

             (i)    John J. Dooner

                    (a) Supplemental Agreement, dated as of April 1, 2000 to an
                        Employment Agreement between Registrant and John J.
                        Dooner is incorporated by reference to Exhibit 10(b)to
                        Registrant's Report on Form 10-Q for the quarter ended
                        March 31, 2000. See Commission file number 1-6686.

                    (b) Supplemental Agreement, dated as of January 1, 1999 to
                        an Employment Agreement made as of January 1, 1994
                        between Registrant and John J. Dooner is incorporated by
                        reference to Exhibit 10(e)to Registrant's Report on Form
                        10-Q for the quarter ended March 31, 1999. See
                        Commission file number 1-6686.

                    (c) Executive Severance Agreement dated January 1, 1998
                        between Registrant and John J. Dooner is incorporated by
                        reference to Exhibit 10(b)to Registrant's Report on Form
                        10-Q for the quarter ended March 31, 1998. See
                        Commission file number 1-6686.

                    (d) Supplemental Agreement, dated as of September 1, 1997 to
                        an Employment Agreement between Registrant and John J.
                        Dooner is incorporated by reference to Exhibit 10(k)to
                        Registrant's Report on Form 10-Q for the quarter ended
                        September 30, 1997. See Commission file number 1-6686.

                    (e) Supplemental Agreement made as of July 1, 1995, by and
                        between Registrant and John J. Dooner to an Employment
                        Agreement made as of January 1, 1994 is incorporated by
                        reference to Exhibit 10(B)to Registrant's Report on Form
                        10-Q for the quarter ended September 30, 1995. See
                        Commission file number 1-6686.

                    (f) Executive Special Benefit Agreement made as of July 1,
                        1986 is incorporated by reference to Exhibit 10(e)to
                        Registrant's Report on Form 10-K for the year ended
                        December 31, 1995. See Commission file number 1-6686.

                    (g) Executive Severance Agreement made as of August 10, 1987
                        is incorporated by reference to Exhibit 10(h)to
                        Registrant's Report on Form 10-K for the year ended
                        December 31, 1995. See Commission file number 1-6686.

                    (h) Supplemental Agreement made as of May 23, 1990 to an to
                        an Executive Special Benefit Agreement made as of July
                        1, 1986 is incorporated by reference to Exhibit 10(l)to
                        Registrant's Report on Form 10-K for the year ended
                        December 31, 1995. See Commission file number 1-6686.

                    (i) Supplemental Agreement made as of August 10, 1992 to an
                        Executive Severance Agreement made as of August 10, 1987
                        is incorporated by reference to Exhibit 10(p)to
                        Registrant's Report on Form 10-K for the year ended
                        December 31, 1995. See Commission file number 1-6686.

                    (j) Executive Special Benefit Agreement made as of, July 1,
                        1992 is incorporated by reference to Exhibit 10(q)to
                        Registrant's Report on Form 10-K for the year ended
                        December 31, 1995. See Commission file number 1-6686.

                    (k) Employment Agreement made as of January 1, 1994 is
                        incorporated by reference to Exhibit 10(r)to
                        Registrant's Report on Form 10-K for the year ended
                        December 31, 1995. See Commission file number 1-6686.

                    (l) Executive Special Benefit Agreement, dated as of June 1,
                        1994 is incorporated by reference to Exhibit 10(s)to
                        Registrant's Report on Form 10-K for the year ended
                        December 31, 1995. See Commission file number 1-6686.

                    (m) Supplemental Agreement, dated as of July 1, 1995 to an
                        Employment Agreement made as of January 1, 1994 between
                        Registrant and John J. Dooner is incorporated by
                        reference to Exhibit 10(t)to Registrant's Report on Form
                        10-K for the year ended December 31, 1995. See
                        Commission file number 1-6686.

             (ii)   Sean F. Orr

                    (a) Supplemental Agreement, dated as of June 1, 2000 to an
                        Executive Severance Agreement, made as of April 27, 1999
                        Registrant and Sean F. Orr is incorporated by reference
                        to Exhibit 10(f) to Registrant's Report on Form 10-Q for
                        the year ended June 30, 2000. See Commission file number
                        1-6686.

                    (b) Supplemental Agreement, dated as of April 1, 2000 to an
                        Employment Agreement between Registrant and Sean F. Orr
                        is incorporated by reference to Exhibit 10(c) to
                        Registrant's Report on Form 10-Q for the quarter ended
                        March 31, 2000. See Commission file number 1-6686.

                    (c) Executive Severance Agreement dated as of May 1, 1999
                        between Registrant and Sean F. Orr is incorporated by
                        reference to Exhibit 10(b)(i)(b) to Registrant's Report
                        on Form 10-K for the year ended December 31, 1999. See
                        Commission file number 1-6686.

                    (d) Employment Agreement, dated as of April 27, 1999 to
                        between Registrant and Sean F. Orr is incorporated by
                        reference to Exhibit 10(b)(i)(a) to Registrant's Report
                        on Form 10-K for the year ended December 31, 1999. See
                        Commission file number 1-6686.


                    (e) Executive Severance Agreement dated as of April 27, 1999
                        between Registrant and Sean F. Orr is incorporated by
                        reference to Exhibit 10(b)(i)(c) to Registrant's Report
                        on Form 10-K for the year ended December 31, 1999. See
                        Commission file number 1-6686.

             (iii)  David A. Bell

                    (a) David A. Bell Employment Agreement dated as of January
                        1, 2000 between True North Communications Inc. and David
                        A. Bell.*

                    (b) Employment Agreement Amendment dated as of March 1, 2001
                        to an Employment Agreement dated as of January 1, 2000
                        between True North Communications Inc. and David A.
                        Bell.*

             (iv)   Barry R. Linsky

                    (a) Supplemental Employment Agreement dated as of March 26,
                        2001 between Registrant and Barry R. Linsky.*

                    (b) Supplemental Agreement to an Executive Special Benefit
                        Agreement dated as of June 30, 2000 between Registrant
                        and Barry R. Linsky is incorporated by reference to
                        Exhibit 10(b)(ii)(a) to Registrant's Report on Form 10-K
                        for the year ended December 31, 2000. See Commission
                        file number 1-6686.

                    (c) Executive Special Benefit-Income Replacement Agreement
                        dated as of June 1, 2000 between Registrant and Barry R.
                        Linsky is incorporated by reference to Exhibit
                        10(b)(ii)(b) to Registrant's Report on Form 10-K for the
                        year ended December 31, 2000. See Commission file number
                        1-6686.

                    (d) Executive Severance Agreement dated as of January 1,
                        1998 between Registrant and Barry R. Linsky is
                        incorporated by reference to Exhibit 10(b)(iv) to
                        Registrant's Report on Form 10-K for the year ended
                        December 31, 1998. See Commission file number 1-6686.

                    (e) Supplemental Agreement dated as of August 1, 1996 to an
                        Employment Agreement dated as of January 1, 1991 between
                        Registrant and Barry R. Linsky is incorporated by
                        reference to Exhibit 10(b)(ii)(f) to Registrant's Report
                        on Form 10-K for the year ended December 31, 1996. See
                        Commission file number 1-6686.

                    (f) Supplemental Agreement, dated as of January 1, 1996 to
                        an Employment agreement dated January 1, 1991 between
                        Registrant and Barry R. Linsky is incorporated by
                        reference to Exhibit 10(b)(ii)(e) to Registrant's Report
                        on Form 10-K for the year ended December 31, 1996. See
                        Commission file number 1-6686.

                    (g) Supplemental Agreement, dated as of January 1, 1995 to
                        an Employment Agreement dated as of January 1, 1991
                        between Registrant and Barry R. Linsky is incorporated
                        by reference to Exhibit 10(b)(ii)(d) to Registrant's
                        Report on Form 10-K for the year ended December 31,
                        1996. See Commission file number 1-6686.

                    (h) Executive Special Benefit Agreement, dated as of March
                        1, 1993 between Registrant and Barry R. Linsky is
                        incorporated by reference to Exhibit 10(b)(ii)(c) to
                        Registrant's Report on Form 10-K for the year ended
                        December 31, 1996. See Commission file number 1-6686.

                    (i) Supplemental Agreement, dated as of August 15, 1992 to
                        an Employment Agreement dated as of January 1, 1991
                        between Registrant and Barry R. Linsky is incorporated
                        by reference to Exhibit 10(b)(ii)(a) to Registrant's
                        Report on Form 10-K for the year ended December 31,
                        1996. See Commission file number 1-6686.

             (v)    Bruce Nelson

                    (a) Employment Agreement dated as of September 5, 2000
                        between Registrant and Bruce Nelson is incorporated by
                        reference to Exhibit 10(b)(v)(a) to Registrant's Report
                        on Form 10-K for the year ended December 31, 2000. See
                        Commission file number 1-6686.

                    (b) Executive Special Benefit Agreement dated as of
                        September 1, 2000 between Registrant and Bruce Nelson is
                        incorporated by reference to Exhibit 10(b)(v)(b) to
                        Registrant's Report on Form 10-K for the year ended
                        December 31, 2000. See Commission file number 1-6686.

                    (c) Supplemental Agreement dated as of September 1, 2000 to
                        an Executive Special Benefit Agreement dated as of
                        January 1, 1986 between Registrant and Bruce Nelson is
                        incorporated by reference to Exhibit 10(b)(v)(c) to
                        Registrant's Report on Form 10-K for the year ended
                        December 31, 2000. See Commission file number 1-6686.

             (vi)   Nicholas J. Camera

                    (a) Executive Severance Agreement dated as of October 31,
                        1997 between Registrant and Thomas Dowling.*

             (vii)  Albert Conte

                    (a) Employment Agreement dated as of February 21, 2000
                        between Registrant and Albert Conte.*

             (viii) Thomas Dowling

                    (a) Executive Special Benefit Agreement dated as of February
                        1, 2000 between Registrant and Thomas Dowling.*

                    (b) Executive Special Benefit Agreement dated as of February
                        1, 2001 between Registrant and Thomas Dowling.*

             (ix)   C. Kent Kroeber

                    (a) Supplemental Agreement to an Executive Special Benefit
                        Agreement dated as of June 30, 2000 between Registrant
                        and C. Kent Kroeber is incorporated by reference to
                        Exhibit 10(b)(iii)(a) to Registrant's Report on Form
                        10-K for the year ended December 31, 2000. See
                        Commission file number 1-6686.

                    (b) Executive Special Benefit-Income Replacement Agreement
                        dated as of June 1, 2000 between Registrant and C. Kent
                        Kroeber is incorporated by reference to Exhibit
                        10(b)(iii)(b) to Registrant's Report on Form 10-K for
                        the year ended December 31, 2000. See Commission file
                        number 1-6686.

             (x)    Gunnar Wilmot

                    (a) Executive Special Benefit Agreement dated as of April 1,
                        1999 between Registrant and Gunnar Wilmot.*

                    (b) Executive Special Benefit Agreement dated as of October
                        1, 1996 between Registrant and Gunnar Wilmot.*

                    (c) Supplemental Agreement made as of May 23, 1990 to an
                        Executive Special Benefit Agreement dated as of January
                        1, 1990 between Registrant and Gunnar Wilmot.*

                    (d) Executive Special Benefit Agreement dated as of January
                        1, 1990 between Registrant and Gunnar Wilmot.*

             (xi)   Steven Berns

                    (a) Employment Agreement dated as of August 3, 1999 between
                        Registrant and Steven Berns.*

             (xii)  Richard A. Goldstein

                    (a) Richard A Goldstein Deferred Compensation Agreement,
                        dated as of June 1, 2001 between Registrant and Richard
                        A. Goldstein is incorporated by reference to Exhibit
                        10(c) to Registrant's Report on Form 10-Q for the
                        quarter ended June 30, 2001. See Commission file number
                        1-6686.

        (c)  Executive Compensation Plans.

             (i)    Trust Agreement, dated as of June 1, 1990 between
                    Interpublic, Lintas Campbell-Ewald Company, McCann-Erickson
                    USA, Inc., McCann-Erickson Marketing, Inc., Lintas, Inc. and
                    Chemical Bank, as Trustee, is incorporated by reference to
                    Registrant's Annual Report on Form 10-K for the year ended
                    December 31, 1990. See Commission file number 1-6686.

             (ii)   The Stock Option Plan (1988) and the Achievement Stock Award
                    Plan of the Registrant are incorporated by reference to
                    Appendices C and D of the Prospectus dated May 4, 1989
                    forming part of its Registration Statement on Form S-8 (No.
                    33-28143).

             (iii)  The Management Incentive Compensation Plan of the Registrant
                    is incorporated by reference to the Registrant's Report on
                    Form 10-Q for the quarter ended June 30, 1995. See
                    Commission file number 1-6686.

             (iv)   The 1986 Stock Incentive Plan of the Registrant is
                    incorporated by reference to Registrant's Annual Report on
                    Form 10-K for the year ended December 31, 1993. See
                    Commission file number 1-6686.

             (v)    The 1986 United Kingdom Stock Option Plan of the Registrant
                    is incorporated by reference to Registrant's Annual Report
                    on Form 10-K for the year ended December 31, 1992. See
                    Commission file number 1-6686.

             (vi)   The Employee Stock Purchase Plan (1985) of the Registrant,
                    as amended, is incorporated by reference to Registrant's
                    Annual Report on Form 10-K for the year ended December 31,
                    1993. See Commission file number 1-6686.

             (vii)  The Long-Term Performance Incentive Plan of the Registrant
                    is incorporated by reference to Appendix A of the Prospectus
                    dated December 12, 1988 forming part of its Registration
                    Statement on Form S-8 (No. 33-25555).

             (viii) Resolution of the Board of Directors adopted on February 16,
                    1993, amending the Long-Term Performance Incentive Plan is
                    incorporated by reference to Registrant's Annual Report on
                    Form 10-K for the year ended December 31, 1992. See
                    Commission file number 1-6686.

             (ix)   Resolution of the Board of Directors adopted on May 16, 1989
                    amending the Long-Term Performance Incentive Plan is
                    incorporated by reference to Registrant's Report on Form
                    10-K for the year ended December 31, 1989. See Commission
                    file number 1-6686.

             (x)    The 1996 Stock Incentive Plan of the Registrant is
                    incorporated by reference to the Registrant's Report on Form
                    10-Q for the quarter ended June 30, 1996. See Commission
                    file number 1-6686.

             (xi)   The 1997 Performance Incentive Plan of the Registrant is
                    incorporated by reference to the Registrant's Report on Form
                    10-Q for the quarter ended June 30, 1997. See Commission
                    file number 1-6686.

             (xii)  True North Communications Inc. Stock Option Plan,
                    incorporated by reference to Exhibit 4.5 of Post-Effective
                    Amendment No.1 on Form S-8 to Registration Statement on Form
                    S-4 (Registration No. 333-59254).

             (xiii) Bozell, Jacobs, Kenyon & Eckhardt, Inc. Stock Option Plan,
                    incorporated by reference to Exhibit 4.5 of Post-Effective
                    Amendment No.1 on Form S-8 to Registration Statement on Form
                    S-4 (Registration No. 333-59254).

             (xiv)  True North Communications Inc. Deferred Compensation Plan.*

             (xv)   Resolution of the Board of Directors of True North
                    Communications Inc. adopted on March 1, 2002 amending the
                    Deferred Compensation Plan.*

         (d) Loan Agreements.

             (i)    Other Loan and Guaranty Agreements filed with the
                    Registrant's Annual Report on Form 10-K for the years ended
                    December 31, 1988 and December 31, 1986 are incorporated by
                    reference in this Report on Form 10-K/A. Other Credit
                    Agreements, amendments to various Credit Agreements,
                    Supplemental Agreements, Termination Agreements, Loan
                    Agreements, Note Purchase Agreements, Guarantees and
                    Intercreditor Agreements filed with the Registrant's Report
                    on Form 10-K for the years ended December 31, 1989 through
                    December 31, 1999, inclusive and filed with Registrant's
                    Reports on Form 10-Q for the periods ended March 31, 2001,
                    June 30, 2001 and September 30, 2001 are incorporated by
                    reference into this Report on Form 10-K/A. See Commission
                    file number 1-6686.

         (e) Leases.

             Material leases of premises are incorporated by reference to the
             Registrant's Annual Report on Form 10-K for the years ended
             December 31, 1980 and December 31, 1988. See Commission file number
             1-6686.

         (f) Acquisition Agreement for Purchase of Real Estate.

             Acquisition Agreement (in German) between Treuhandelsgesellschaft
             Aktiengesellschaft & Co. Grundbesitz OHG and McCann-Erickson
             Deutschland GmbH & Co. Management Property KG ("McCann-Erickson
             Deutschland") and the English translation of the Acquisition
             Agreement are incorporated by reference to Registrant's Annual
             Report on Form 10-K for the year ended December 31, 1992. See
             Commission file number 1-6686.

         (g) Mortgage Agreements and Encumbrances.

             (i)    Summaries in German and English of Mortgage Agreements
                    between McCann-Erickson Deutschland and Frankfurter
                    Hypothekenbank Aktiengesellschaft ("Frankfurter
                    Hypothekenbank"), Mortgage Agreement, dated January 22,
                    1993, between McCann-Erickson Deutschland and Frankfurter
                    Hypothekenbank, Mortgage Agreement, dated January 22, 1993,
                    between McCann-Erickson Deutschland and Hypothekenbank are
                    incorporated by reference to Registrant's Annual Report on
                    Form 10-K for the year ended December 31, 1993. See
                    Commission file number 1-6686. Summaries in German and
                    English of Mortgage Agreement, between McCann-Erickson
                    Deutschland and Frankfurter Sparkasse and Mortgage
                    Agreement, dated January 7, 1993, between McCann-Erickson
                    Deutschland and Frankfurter Sparkasse are incorporated by
                    reference to Registrant's Annual Report on Form 10-K for the
                    year ended December 31, 1992. See Commission file number
                    1-6686.

             (ii)   Summaries in German and English of Documents creating
                    Encumbrances in favor of Frankfurter Hypothekenbank and
                    Frankfurter Sparkasse in connection with the aforementioned
                    Mortgage Agreements, Encumbrance, dated January 15, 1993, in
                    favor of Frankfurter Hypothekenbank, and Encumbrance, dated
                    January 15, 1993, in favor of Frankfurter Sparkasse are
                    incorporated by reference to Registrant's Annual Report on
                    Form 10-K for the year ended December 31, 1992. See
                    Commission file number 1-6686.

             (iii)  Loan Agreement (in English and German), dated January 29,
                    1993 between Lintas Deutschland GmbH and McCann-Erickson
                    Deutschland is incorporated by reference to Registrant's
                    Annual Report on Form 10-K for the year ended December 31,
                    1992. See Commission file number 1-6686.

13    This Exhibit includes: (a) those portions of the Annual Report to
      Stockholders for the year ended December 31, 2001 which are included
      therein under the following headings: Financial Highlights; Report of
      Management; Management's Discussion and Analysis of Financial Condition
      and Results of Operations; Consolidated Balance Sheet; Consolidated
      Statement of Income; Consolidated Statement of Cash Flows; Consolidated
      Statement of Stockholders' Equity and Comprehensive Income; Notes to
      Consolidated Financial Statements (the aforementioned Consolidated
      Financial Statements together with the Notes to Consolidated Financial
      Statements are referred to herein as the "Consolidated Financial
      Statements"); Report of Independent Accountants; Selected Financial Data
      for Five Years; Results by Quarter (Unaudited); and Stockholders
      Information.*

13.1  Transfer Agent & Registrar for Common Stock.

21    Subsidiaries of the Registrant.*

      Consent of Independent Accountants:  PricewaterhouseCoopers LLP*
      Consent of Independent Public Accountants:  J.H. Cohn LLP*
      Consent of Independent Accountants:  Arthur Andersen LLP*
      Consent of Independent Accountants:  Arthur Andersen LLP*

24    Power of Attorney to sign Form 10-K and resolution of Board of Directors
      re Power of Attorney.*

99    The Company filed the following reports on Form 8-K during the quarter
      ended December 31, 2001:

      (i)    Report dated December 11, 2001. Item 5 Other Events and Exhibit
             99.1 Press Release.

      (ii)   Report dated, December 14, 2001.  Item 5 Other Events and Exhibit
             99.1 Press Release.

-----------

* Previously filed on The Interpublic Group of Companies, Inc. Annual Report on
Form 10-K, filed on April 1, 2002, for the year ended December 31, 2001.