THE INTERPUBLIC GROUP OF COMPANIES, INC.

                      7.91% SENIOR NOTE DUE MAY 26, 2004


No. R-01                                             May 26, 1994
$25,000,000


          FOR VALUE RECEIVED, the undersigned, The Interpublic
Group of Companies, Inc. (herein called the "COMPANY"), a
corporation organized and existing under the laws of the State of
Delaware, hereby promises to pay to The Prudential Insurance
Company of America, or registered assigns, the principal sum of
TWENTY-FIVE MILLION DOLLARS ($25,000,000) on May 26, 2004 with
interest (computed on the basis of a 360-day year of twelve 30-
day months) (a) on the unpaid balance thereof at the rate of
7.91% per annum from the date hereof, payable semi-annually on
the twenty-sixth (26th) day of May and November in each year,
commencing with the first such date next succeeding the date
hereof, until the principal hereof shall have become due and
payable, and (b) on any overdue payment (including any overdue
prepayment) of principal and premium and, to the extent permitted
by applicable law, each overdue payment of interest, payable
semi-annually as aforesaid (or, at the option of the registered
holder hereof, on demand), at a rate per annum equal to 9.91%. 

          Payments of both principal and interest are to be made
at the office of Morgan Guaranty Trust Company of New York, 16
Broad Street, New York, New York, or at such other place as the
holder hereof shall designate to the Company in writing, in
lawful money of the United States of America.

          This Note is one of a series of Senior Notes (herein
called the "NOTES") issued pursuant to a Note Purchase Agreement,
dated as of May 26, 1994 (herein called the "AGREEMENT"), between
the Company and The Prudential Insurance Company of America and
is entitled to the benefits thereof.

          The Notes are issuable only as registered Notes.  This
Note is a registered Note and, as provided in the Agreement, upon
surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or such holder's
attorney duly authorized in writing, a new Note for a like
principal amount will be issued to, and registered in the name
of, the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company
shall not be affected by any notice to the contrary.
PAGE

          In case an Event of Default, as defined in the
Agreement, shall occur and be continuing, the principal of this
Note may be declared or otherwise become due and payable in the
manner and with the effect provided in the Agreement.

          THIS NOTE IS INTENDED TO BE PERFOMRED IN THE STATE OF
NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAW OF SUCH STATE.

                              THE INTERPUBLIC GROUP OF
                                COMPANIES, INC.


                              By: ALAN M. FORSTER
                                  ALAN M. FORSTER
                                  Vice President and Treasurer