AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT 

   DATED AS OF APRIL 28, 1995 BETWEEN THE INTERPUBLIC GROUP OF    
   COMPANIES, INC. AND THE PRUDENTIAL INSURANCE COMPANY OF
   AMERICA ("PRUDENTIAL").


     AMENDMENT NO. 1, dated August 3, 1995 to a Note Purchase
Agreement dated as of April 28, 1995 (the "Note Purchase
Agreement") between The Interpublic Group of Companies, Inc. (the
"Company"), and  The Prudential Insurance Company of America
("Prudential").  Capitalized terms used herein without definition
have the meanings ascribed to such terms in the Note Purchase
Agreement.

Whereas, Prudential is the current holder of the Note issued
under the Note Purchase Agreement; now, therefore, the parties
agree as follows:

     Section 1.     AMENDMENTS.  Sections  6C and 10B are hereby
                    amended by deleting the minimum net worth
                    covenant and the definition for the term
                    "Cash Flow"; and replacing them with the
                    following:

          (a)  "C.  Minimum Consolidated Net Worth.  The Company
               will not permit Consolidated Net Worth at any time
               to be less than the sum of (i) $550,000,000 and
               (ii) 25% of the consolidated net income of the
               Company for all fiscal quarters ending after
               December 31, 1994 in which consolidated net income
               is a positive number."

          (b)  ""Cash Flow" shall mean 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, PROVIDED that such
               sum shall not be adjusted for any increase or
               decrease in deferred taxes resulting from Quest &


               Associates,Inc., a Subsidiary of the Company,
               investing in a portfolio of computer equipment
               leases (it being further understood that such
               increase or decrease  in deferred taxes relating
               to lease investment transactions shall not exceed
               $25,000,000)."

          ( c) Section 6D is also hereby amended by deleting the
               word "and" at the end of Section 6D(x),
               renumbering clause 6D(xi) so that it becomes
               6D(xii), and adding a new provision immediately
               preceding the renumbered 6D(xii) to read in its
               entirety as follows:

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

     Section 2.     MISCELLANEOUS.  Except as specifically
                    amended above, the Note Purchase Agreement
                    shall remain in full force and effect.

     Section 3.     GOVERNING LAW.   This Amendment shall be
                    construed and enforced in accordance with,
                    and the rights of the parties shall be
                    governed by, the law of the State of New
                    York.

     Section 4.     COUNTERPARTS.  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.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.

PAGE

                                   Sincerely,

                                   THE INTERPUBLIC GROUP OF
                                   COMPANIES, INC.

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


                                   THE PRUDENTIAL INSURANCE
                                   COMPANY OF AMERICA

                                   By: GAIL A. McDERMOTT
                                       GAIL A. McDERMOTT
                                       Vice President