SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-K/A

                               Amendment No. 2 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 $11,754,189,540 as of April 30, 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 April 30, 2002:  380,640,853 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, as amended by the Form 10-K/A filed by Interpublic on
May 3, 2002. This Form 10-K/A is being filed solely to set forth in a new
Exhibit 21.1 information regarding certain subsidiaries of Interpublic that was
inadvertently omitted from the Form 10-K originally filed by Interpublic on
April 1, 2002 for the fiscal year ended December 31, 2001 as a result of an
electronic transmission error. 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.*

21.1 Additional 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.

** Previously filed on Amendment No.1 to The Interpublic Group of Companies,
Inc. Annual Report on Form 10-K for the year ended December 31, 2001, filed on
May 3, 2002.


                                   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 31, 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 31, 2002.


         Name                        Title


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



     *                        Executive Vice President,
-------------------------     Chief Financial Officer
     Sean F. Orr              (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
-------------------------     Controller (Principal
  Richard P. Sneeder, Jr.     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.*

21.1 Additional 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.

** Previously filed on Amendment No.1 to The Interpublic Group of Companies,
Inc. Annual Report on Form 10-K for the year ended December 31, 2001, filed on
May 3, 2002.