EXHIBIT 10.10

                                    AMENDMENT

                                       TO

                  OMNICOM GROUP PROFIT-SHARING RETIREMENT PLAN

      WHEREAS,  The OMNICOM  GROUP  PROFIT-SHARING  RETIREMENT  PLAN (the "Plan"
herein) became effective as of January 1, 1988; and

      WHEREAS,  Article 2, Section 2.1 (f) of the Plan identifies  Omnicom Group
Inc. as the "Company" for purposes of Article 14 of the Plan; and

      WHEREAS, Article 14, Section 14.1 states, in part:

      "The  Company  shall  have the  right to  amend  this  Plan in any and all
respects at any time . . ."

and Article 14, Section 14.2 of the Plan states, in part:

      "Any such  amendment  shall be by  resolution of the Board of Directors of
the Company . . ."; and

      WHEREAS,  The Board of  Directors  of the Company has taken steps to amend
the Plan in the manner and to the extent hereinafter set forth.

      NOW,  THEREFORE,  effective  as of July 1,  1993,  the Plan is  amended as
follows:

      First.  Article 13,  Section 13.5 is amended by deleting the last sentence
thereof and substituting the following:

      "Each Participant having any portion of his or her account held in Fund IV
      as of the date  fixed of record for any vote of  shareholders,  shall have
      the right to direct the  Trustee  as to the manner in which  shares of the
      common  stock of the  Company  allocated  to his account as of such record
      date are to be voted on each  matter  brought  before an annual or special
      shareholders' meeting. Before each such meeting, the Trustee shall furnish
      to each Participant a copy of the proxy  solicitation  material,  together
      with a form requesting direction on how such shares of the common stock of
      the Company allocated to such Participant's account shall be voted on each
      such matter.  Upon timely receipt of such direction,  the Trustee shall on
      each such matter vote as directed the number of shares of the common stock
      of the Company allocated to such  Participant's  account,  and the Trustee
      shall have no discretion in such matter.  The  directions  received by the
      Trustee from the  Participant  shall be held by the Trustee in  confidence
      and shall not be divulged or released to any person, including officers or
      employees of the Company. A Trustee shall vote shares for which it has not
      received  direction and any unallocated  shares of the common stock of the
      Company  held in Fund IV in the same  proportion  as  directed  shares are
      voted, and shall have no discretion in such matter."

      IN WITNESS  WHEREOF,  OMNICOM  GROUP INC. has caused this  Amendment to be
executed and its  corporate  seal to be hereunto  affixed and attested to by its
officers thereunto duly authorized this 14th day of October, 1993.

                                       OMNICOM GROUP INC.

                                                      Bruce Crawford
                                       By......................................

Attest:

                  Raymond E. McGovern
....................................................
                       Secretary