AMENDMENT NO. 3 TO CREDIT AGREEMENT


AMENDMENT NO. 3, dated as of November 23, 1998, to the 
Credit Agreement dated as of December 1, 1994, as amended on 
August 3, 1995 and August 28, 1997 (the "Agreement"), 
between The Interpublic Group of Companies, Inc. (the 
"Borrower") and BANK OF AMERICA NT & SA (the "Bank").

SECTION 1.	AMENDMENTS:

(a) Notwithstanding the dates specified in 
Sections 1.1 and 2.13 of the Agreement 
and subsequent correspondence, including 
the letter dated September 20, 1996 from 
the Borrower to the Bank extending the 
Termination Date to December 1, 1998, 
Section 1.1 is hereby amended by 
changing the Termination Date to 
"September 30, 2001".

(b) Section 2.1 of the Credit Agreement is 
hereby amended by changing the figure on 
the fifth line therein to the figure 
"$25,000,000".

(c) Exhibit A to the Credit Agreement and 
the corresponding Note delivered to the 
Bank thereunder are hereby amended by 
changing the figure on the top left 
corner therein to the figure 
"$25,000,000".

(d) Upon the effectiveness of this Amendment 
pursuant to Section 4 hereof, the Bank 
shall be authorized to endorse on the 
Note issued to it the following legend: 
"The Commitment of the Bank reflected on 
the top left corner of this Note has 
been increased to $25,000,000 pursuant 
to an Amendment dated as of November 23, 
1998 to the Credit Agreement referred to 
in this Note", or a legend of similar 
effect.

SECTION 2.	REPRESENTATIONS AND WARRANTIES.  The 
Borrower hereby represents and warrants to 
the Bank that:  (a) the representations and 
warranties set forth in Section 5 of the 
Credit Agreement are true and correct on 
and as of the date hereof as if made on and 
as of said date;  (b) no Event of Default 
specified in Section 7 of the Credit 
Agreement and no event, which with the


giving of notice or lapse of time or both, 
would become such an Event of Default has 
occurred and is continuing; (c) the 
execution, delivery and performance by the 
Borrower of this Amendment are within the 
Borrower's corporate powers, have been duly 
authorized by all necessary corporate 
action, and do not contravene  (i) the 
Borrower's charter or by-laws, or (ii)  law 
or any contractual restriction binding on 
or affecting the Borrower;  (d) no order, 
consent, authorization or approval or other 
action by, and no notice to or filing with, 
any governmental authority or regulatory 
body, or any other person, firm, 
corporation or other legal entity, is 
required for the due execution, delivery 
and performance of this Amendment by the 
Borrower; and  (e) this Amendment is the 
legal, valid and binding obligation of the 
Borrower, enforceable against the Borrower 
in accordance with its terms.

SECTION 3.	MISCELLANEOUS.  (a)  Unless otherwise 
specifically defined herein, each term used 
herein which is a defined term shall have 
the meaning as defined in the Credit 
Agreement;  (b) 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 Credit Agreement 
shall from and after the date hereof refer 
to the Credit Agreement as amended hereby; 
and (c) except as specifically amended 
above, the Credit Agreement shall remain in 
full force and effect and is hereby 
ratified and confirmed.

SECTION 4.	COUNTERPARTS; EFFECTIVENESS.  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.  This Amendment shall 
become effective as of the date hereof when 
the Bank shall have received duly executed 
counterparts hereof signed by the parties 
hereto.  This Amendment shall be governed 
by and construed in accordance with the law 
of the State of New York.



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

THE INTERPUBLIC GROUP OF 
COMPANIES,  INC.


BY: ALAN M.FORSTER
    ALAN M. FORSTER
    VICE PRESIDENT & TREASURER


BANK OF AMERICA NT & SA


BY: MICHAEL R. HEREDIA
    MICHAEL R. HEREDIA
    SENIOR VICE PRESIDENT