AMENDMENT NO. 5 TO CREDIT AGREEMENT



    AMENDMENT, dated as of August 3, 1995 to the Credit
Agreement dated as of September 30, 1992 and effective as of
December 23, 1992, as amended on April 30, 1993, October 5, 1993,
August 15, 1994 and December 1, 1994 (the "Agreement") between
THE INTERPUBLIC GROUP OF COMPANIES, INC. (the "Borrower") and NBD
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 and in each of the documents relating
         to 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 of the
              Borrower and its Consolidated Subsidiaries (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, PROVIDED that such sum shall not
              be adjusted for any increase or decrease in
              deferred taxes resulting from Quest & Associates,
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              Inc., a Subsidiary of the Borrower, investing in a
              portfolio of computer equipment leases (it being
              further understood that such increase or decrease
              in deferred taxes relating to such investment
              shall not exceed $25,000,000).

         B.   Section 6.8 of the Agreement is hereby amended to
              read in its entirety as follows:

              "Consolidated Net Worth will at no time be less
              than $550,000,000 plus 25% of the consolidated net
              income of the Borrower at the end of each fiscal
              quarter for each fiscal year commencing after the
              fiscal year ending December 31, 1994."

         C.   Section 6.9 of the Agreement is hereby amended to
              add a new section (k) as follows:

              "(k) any Lien(s) on any asset of Quest &
              Associates, Inc., a Subsidiary of Borrower,
              created in connection with the August 1995
              investment by Quest & Associates, Inc. in a
              portfolio of computer equipment leases; and".

              Additionally, the word "and" shall be deleted from
              section 6.9 (j) and section 6.9(k) shall be
              retitled "6.9(l)".

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

              "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 and
              the recording of the restructuring charge in the
              fourth quarter of 1994."
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    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
         an original but all of which when taken together shall
         constitute one and the same instrument.

    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

                        NBD BANK

                        By: CAROLYN J. PARKS
                            CAROLYN J. PARKS
                            Vice President