SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-K/A
            Amendment Number One to Annual Report Pursuant to 
     Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended               Commission file number
December 31, 1996                                 1-6686

              THE INTERPUBLIC GROUP OF COMPANIES, INC.
       (Exact name of registrant as specified in its charter)

     Delaware                                     13-1024020
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)              Identification  No.)

1271 Avenue of the Americas                        10020
New York, New York                               (Zip Code)
(Address of principal executive offices)

                              (212) 399-8000
            Registrant's telephone number, including area code

        Securities registered pursuant to Section 12(b) of the
Act:

                                        Name of each exchange on
Title of each class                         which registered     
                                             
Common Stock                            New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes X .  No___.

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this
chapter) is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. ____.

The aggregate market value of the registrant's voting stock
(exclusive of shares beneficially owned by persons referred to in
response to Item 12 hereof) was $4,248,362,576 as of March 24,
1997.

Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.

Common Stock outstanding at March 24, 1997: 81,512,748 shares.
PAGE

Item 8 of Part II of the Company's Form 10-K for the fiscal year
ended December 31, 1996, Item 14 of Part IV thereof, and Exhibit
13 are hereby amended solely for the purpose of amending the last
paragraph of Note 3 to the Company's Consolidated Financial
Statements. The full text of Exhibit 13 is annexed to this
Amended Report.

PAGE


                          SIGNATURE PAGE



     Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amended
Report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                         THE INTERPUBLIC GROUP OF COMPANIES, INC.
                                       (Registrant)



May 20, 1997                  BY:  Nicholas J. Camera            

                                   Nicholas J. Camera
                                   Vice President,
                                   General Counsel and
                                   Secretary