AMENDMENT NO. 3 TO CREDIT AGREEMENT


     AMENDMENT, dated as of August 15, 1994 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 23, 1992, as amended on April 30, 1993 and October 5,
1993 (the "Agreement") between THE INTERPUBLIC GROUP OF
COMPANIES, INC. (the "Borrower") and CHEMICAL BANK (the "Bank").

     The parties hereto desire to amend the Agreement subject to
the terms and conditions of this Amendment, as hereinafter
provided.  Accordingly, the parties hereto agree as follows:

     1.  DEFINITIONS.  Unless otherwise specifically defined
herein, each term used herein which is defined in the Agreement
shall have the meaning assigned to such term in the Agreement. 
Each reference to "hereof", "hereunder", "herein" and "hereby"
and each other similar reference and each reference to "this
Agreement" and each other similar reference contained in the
Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.

     2.  AMENDMENTS. 

     A.  The definition of "Cash flow" set forth in Section 1.1
of the Agreement is hereby amended to read in its entirety as
follows:

          "Cash flow" means the sum of net income (plus an amount
     by which net income has been reduced by reason of the
     recognition of post-retirement and post-employment benefit
     costs prior to the period in which such benefits are paid),
     depreciation expenses, amortization costs and changes in
     deferred taxes.

     B.  The definition of "Consolidated Net Worth" set forth in
Section 1.1 of the Agreement is hereby amended to read in its
entirety as follows:

          "Consolidated Net Worth" means at any date the 
     consolidated stockholders' equity of the Borrower and its
     Consolidated Subsidiaries as such appear on the financial
     statements of the Borrower determined in accordance with
     generally accepted accounting principles (plus any amount by
     which retained earnings has been reduced by reason of the
     recognition of post-retirement and post-employment benefit
     costs prior to the period in which such benefits are paid
     and without taking into account the effect of cumulative
     currency translation adjustments).

     C.  Section 5.4(B) of the Agreement is hereby amended to
read in its entirety as follows:
PAGE

          "Since December 31, 1991 there has been no material
     adverse change in the business, financial position or
     results of operations of the Borrower and its Consolidated
     Subsidiaries, considered as a whole, other than as a result
     of the recognition of post-retirement and post-employment
     costs prior to the period in which such benefits are paid."

     3.  AGREEMENT AS AMENDED.  Except as expressly amended
hereby, the Agreement shall continue in full force and effect in
accordance with the terms thereof.

     4.  GOVERNING LAW.  This Amendment, and the Agreement as
amended hereby, shall be construed in accordance with and
governed by the laws of the State of New York.

     5.  SEVERABILITY.  In case any one or more of the provisions
contained in this Amendment should be invalid, illegal or
unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.

     6.  COUNTERPARTS.  This Amendment may be executed in any
number of counterparts, each of which shall constitute one and
the same instrument.

     7.  EFFECTIVENESS.  This Amendment shall become effective as
of the date first above written upon receipt by the Bank of
counterparts hereof executed by each of the parties hereto.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers as of
the day and year first above written.

                                   THE INTERPUBLIC GROUP OF
                                   COMPANIES, INC.


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


                                   CHEMICAL BANK


                                   By: WILLIAM EWING III
                                       WILLIAM EWING III
                                       Managing Director