September 20, 1996

Mr. Matthew A. Flynn
Managing Director
Bank of America
355 Madison Avenue
New York, NY 10017 

RE:  CREDIT AGREEMENT BETWEEN THE INTERPUBLIC GROUP OF COMPANIES,
INC. AND BANK OF AMERICA NATIONAL TRUST AND  SAVINGS ASSOCIATION

Dear Matt:

We are writing to you in connection with the Credit Agreement
between The Interpublic Group of Companies, Inc. and Bank of
America National Trust and Savings Association dated December 1,
1994 (the "Agreement").  Section 2.13 of the Agreement provides
that the Borrower may request extension of the Commitment under
the Agreement for an additional period of one year from the then
current Termination Date.

Notwithstanding the dates specified in Section 2.13 of the
Agreement for requesting such extension, we hereby request that
you extend the Termination Date of the Agreement to December 1,
1998.  If you are agreeable to our request, please so indicate by
signing and returning the duplicate copy of this letter which we
have enclosed herewith.

Thank you.
                              Sincerely,

                           Alan M. Forster
                      Vice President & Treasurer


ACCEPTED & AGREED
BANK OF AMERICA

By: Matthew A. Flynn, Managing Director         

Date: 11/4/96 

cc:  Mr. Kenneth E. Dutcher
     Ms. Barbara S. Gmora
     Ms. Regina E. Dooley