AMENDMENT NO. 5 TO
                  CREDIT AGREEMENT BETWEEN THE
            INTERPUBLIC GROUP OF COMPANIES, INC. AND
                       TRUST COMPANY BANK


     AMENDMENT No. 5 (this "Amendment"), dated as of August 15,
1994 between The Interpublic Group of Companies, Inc. (the
"Borrower") and Trust Company Bank (the "Bank").

                       W I T N E S S E T H

     WHEREAS, pursuant to the terms of that certain Credit
Agreement dated as of March 14, 1991 between the Borrower and the
Bank, as amended by Amendment No. 1 dated as of December 21,
1992, Amendment No. 2 dated as of March 15, 1993, Amendment No. 3
dated as of April 30, 1993 and Amendment No. 4 dated as of
October 5, 1993 between the Borrower and the Bank (collectively,
the "Agreement"), the Bank extended a $25,000,000.00 loan (the
"Loan") to the Borrower;

     WHEREAS, the Borrower has requested that the Credit
Agreement be amended so that the financial covenants are
calculated in a different manner and Events of Default are
modified as set forth herein,

     WHEREAS, the Bank is willing to consent to such amendments,
subject to the terms and conditions hereof.

     NOW, THEREFORE, for value received, the parties hereto agree
as follows:

     1.  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 any 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.

     2.   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:
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         "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).

     3.   The Section 6.1(b) of the Agreement is hereby amended
to read in its entirety as follows:

          (b) as soon as available and in any event within 50
days after the end of each of the first three quarters of each
fiscal year of the Borrower, a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as at the end of such
quarter with comparative information as of the previous fiscal
year-end and the related consolidated statements of income and
retained earnings and statement of cash flows of the Borrower and
its Consolidated Subsidiaries for such quarter and for the
portion of the Borrower's fiscal year ended at the end of such
quarter setting forth in each case in comparative form the
figures for the corresponding quarter and the corresponding
portion of the Borrower's previous fiscal year, all certified
(subject to normal year-end adjustments) as to fairness of
presentation, generally accepted accounting principles and
consistency (except to the extent of any change described therein
and permitted by generally accepted accounting principles) by the
chief financial officer or the chief accounting officer of the
Borrower;

     4.   Section 7 (e) of the Agreement is hereby amended by
deleting the figure "$5,000,000" on the third line therein and
substituting for such figure the figure "$10,000,000".

     5.   Except as specifically amended above, the Agreement
shall remain in full force and effect.

     6.   This Amendment shall be governed by, and construed in
accordance with the law of the State of New York.

     7.   This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same
instrument.
PAGE

     IN WITNESS WHEREOF, this Amendment has been executed by the
parties hereto and is intended to be and hereby delivered on the
date first above written.


                                   THE INTERPUBLIC GROUP OF
                                   COMPANIES, INC.

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


                                   TRUST COMPANY BANK


                                   By: ALLISON LEWIS VELLA
                                       ALLISON LEWIS VELLA
                                       Assistant Vice President