SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Rule 14a-12
</Table>

GREY GLOBAL GROUP INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement no.:

------------------------------------------------------------------------

(3) Filing Party:

------------------------------------------------------------------------

(4) Date Filed:

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Filed by Grey Global Group Inc.
Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Grey Global Group Inc.
Commission File No. 0-7898

Forward-Looking Statements
- --------------------------

The statements, analyses, and other information contained herein relating to the
proposed merger and anticipated synergies, savings and financial and operating
performance, including estimates for growth, trends in each of the operations
and financial results, the markets for products, the future development of
business, and the contingencies and uncertainties of WPP Group plc ("WPP") and
Grey Global Group Inc. ("Grey") to which WPP and Grey may be subject, as well as
other statements including words such as "anticipate," "believe," "plan,"
"estimate," "expect," "intend," "will," "should," "may," and other similar
expressions, are "forward-looking statements" under the Private Securities
Litigation Reform Act of 1995. Such statements are made based upon management's
current expectations and beliefs concerning future events and their potential
effects on the company.

Future events and their effects on WPP and Grey may not be those anticipated by
management. Actual results may differ materially from the results anticipated in
these forward-looking statements. For a discussion of factors that could cause
or contribute to such material differences, investors are directed to the risks
and uncertainties discussed in WPP's most recent Annual Report on Form 20-F for
the year ended December 31, 2003, Grey's most recent Annual Report on Form 10-K
and 10K/A for the year ended December 31, 2003 and Grey's quarterly reports on
Form 10-Q and other documents filed by WPP and Grey with the Securities and
Exchange Commission ("SEC"). These risks and uncertainties include, without
limitation, the following: the ability to promptly and effectively integrate the
businesses of Grey and WPP; the reaction of WPP's and Grey's clients to the
transaction and the ability to retain those clients; the ability to retain key
personnel; potential client conflicts; the ability to achieve the anticipated
strategic benefits of the proposed merger; the diversion of management time on
merger-related issues; the effect of foreign exchange rate fluctuations; the
performance of financial markets and interest rates; competitive and business
factors; new tax or other government regulation; and changes in general economic
conditions.

Neither WPP nor Grey undertakes, and each specifically disclaims, any obligation
to update or revise any forward-looking information, whether as a result of new
information, future developments or otherwise.

Important Legal Information
- ---------------------------

This communication is being made in respect of the proposed merger involving WPP
Group plc and Grey Global Group Inc. In connection with the proposed merger, WPP
and Grey have filed with the SEC a registration statement on Form F-4 containing
a preliminary proxy statement/prospectus for the stockholders of Grey, and each
will be filing other documents regarding the proposed transaction with the SEC.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, GREY'S STOCKHOLDERS AND
INVESTORS ARE URGED TO READ THE PRELIMINARY PROXY

STATEMENT/PROSPECTUS REGARDING THE MERGER, WHICH IS AVAILABLE NOW, THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The registration statement containing the proxy statement/prospectus and other
documents are available free of charge at the SEC's Web site, www.sec.gov.
Stockholders and investors in Grey or WPP may also obtain the proxy
statement/prospectus and other documents free of charge by directing their
requests to Grey, 777 Third Avenue, New York, NY 10017 (212-546-2000), or to
WPP, 125 Park Avenue, New York, NY 10017 (212-632-2200).

Grey and its directors and executive officers may be deemed to participate in
the solicitation of proxies in respect of the proposed transactions. Information
regarding Grey's directors and executive officers is available in its proxy
statement, which was filed with the SEC on December 8, 2004. Additional
information regarding the interests of such potential participants is included
in the preliminary proxy statement/prospectus, which is available now, and will
be included in the definitive proxy statement/prospectus and the other relevant
documents filed with the SEC when they become available.

Included in this filing is the following:

- - Annual year end letter from Edward H. Meyer, Chairman and Chief
Executive Officer of Grey to employees and selected clients

Dear Colleague:

The year 2004 has been extraordinary for Grey. We won new accounts in every
region of the world. We grew with outstanding clients by advancing their
business. Our work bristled with intelligence, startling wit and unique
communications ideas. We continued to invest in people and capabilities that
expand our service offering. As a result, Grey continues on its successful track
and, even more important, most of our clients are doing very well.

We also took an historic step for our future, our people and our clients. We
agreed to merge our business into WPP, one of the largest marketing
communications companies in the world with many values in common with Grey. We
expect to conclude our merger next year and to continue to stay one Grey group
of companies, simply structured and singularly focused on our clients' business,
as always.

What makes Grey so compelling is our unique set of core strengths:

o Smart, dedicated, highly talented and client-focused employees

o A global network spanning over 80 countries and four geographical
regions, each headed by outstanding empowered leaders

o One strong, top-tier global company in each important communications
discipline, led by remarkable entrepreneurs who know each other well
and understand the value clients place on coordinating and
synchronizing all marketing efforts on behalf of their brands

o Some of the largest and best clients in the world--corporations that
believe in the power of Grey to build their brands.

Virtually all of our companies performed well. Here are their highlights:

Grey Worldwide, one of the largest advertising agencies in the world, grew with
many of its clients. Notably in the US, we won Nokia, a European client since
1991, and Tanqueray gin, adding to an already impressive roster of Diageo
brands. New clients won included Bongrain cheese, Progressive Insurance and
Rayovac batteries in North America; the Australian Tourist Commission in Europe;
Banca Intesa in Italy; Deutsche Telekom T-Online in Germany; Top Toy (including
Toys "R" Us and BR Toys) for the Scandinavian countries; and Ciba Vision for
Asia.

Creative Success. We are proud of our creative from around the world this year:
It includes some of our best work ever. I invite you to take a look on
http://bestofgrey2004.grey.com.
- -------------------------------

GLOBAL MEDIA SERVICES (www.mediacom.com)
------------------
MediaCom won accounts all around the world. Major clients include Volkswagen,
Nokia, GlaxoSmithKline, Procter & Gamble, Warner Bros., Shell, BAT/Brown &
Williamson, Pharmacia & Upjohn, ConAgra, Hasbro, Cendant, LVMH and 3M. New
accounts won this year include Nokia and MGM Mirage in the US; Deutsche Telekom
(including T-Mobile and T-Online) globally outside the US; Sky pay TV and
Entertainment Film Distributors in the UK: Wrigley and Wella in Germany; Best
Buy/Future Shop in Canada; and Coca-Cola in South Africa.

GLOBAL PUBLIC RELATIONS (www.gcigroup.com)
------------------
GCI Group is a global leader in the public relations industry with deep
expertise in five practices: healthcare, corporate, consumer marketing,
technology and media relations. The firm serves a broad base of multinational
consumer clients including Cingular, Dell, Intel, Intercontinental Hotels Group,
Merck, RadioShack, Schick, Boehringer Ingelheim and Starbucks.

GLOBAL HEALTHCARE MARKETING (www.ghgroup.com)
-----------------
Grey Healthcare Group is one of the world's leading healthcare marketing
agencies. Its worldwide capabilities include advertising, medical education,
e-marketing, brand consulting, DTP/DTC communications, meeting and symposia
management, consumer healthcare research and contract sales. GHG deepened its
offerings this year with several strategic acquisitions: full-service agencies
s&kGrey in Germany and GHG Japan, and the award-winning medical illustration
company, Hurd Studios. In addition, GHG won one of the industry's largest and
most sought-after assignments, Exubera, co-marketed by Pfizer and
Sanofi-Aventis. Major clients include Allergan, AstraZeneca, Aventis, Boehringer
Ingelheim, Eli Lilly, Forest Laboratories, GlaxoSmithKline, Johnson & Johnson,
Merck, Novartis, Pfizer, Procter & Gamble and Wyeth.

GLOBAL DIRECT MARKETING (www.greydirect.com)
--------------------
Grey Direct is a global leader in direct marketing and ROI optimization. With
capabilities in 35 countries, Grey Direct provides profit-generating offline and
online direct marketing solutions to a wealth of leading companies, including
GlaxoSmithKline, United Airlines, Nokia, Xerox, Cendant, JPMorgan Chase,
BellSouth, Sun Microsystems and Adobe.

GLOBAL INTERACTIVE COMMUNICATIONS (www.greyinteractive.com)
-------------------------
Grey Interactive offers solutions in online branding, relationship marketing,
e-commerce and interactive advertising. Major clients: Deutsche Bank, Zurich
Insurance, Melitta, GlaxoSmithKline, UBS, Schering, Harris Direct , Kmart, Liz
Claiborne, Mars, Inc., Novartis (Gerber), Procter & Gamble, Progressive
Insurance, E-Plus, Coca-Cola, Deutsche Post, Volkswagen and Loyalty Partners
Payback.

GLOBAL BRAND DEVELOPMENT & DESIGN (www.g2.com)
------------
G2 Worldwide is one of the fastest-growing companies in design and brand
development. It won over 40 creative awards in 2004. Core competencies include
brand identity, packaging and 3D design and retail marketing. G2 has offices in
39 countries. Major clients include BellSouth, British American Tobacco,
Coca-Cola, GlaxoSmithKline, Kmart and The Port Authority of New York & New
Jersey.

CO-MARKETING (www.jbrown.com) (www.localmarketing.com)
----------------
The J. Brown Agency develops promotions and marketing programs that reach
consumers in-store, where the majority of brand decisions are made. It offers
clients a full range of creative and strategic services focused on the joint
interests of both manufacturers and retailers. Major clients include American
Egg Board, Bic, Dairy Management, Diageo, Gerber, Kraft/Nabisco, P&G, Pfizer,
Rayovac and Remington.

ENTERTAINMENT & BRAND PARTNERSHIPS (www.alliance-agency.com)
-------------------------
Alliance is a leading entertainment marketing and strategic partnership agency.
It develops high-profile branded entertainment programs in the worlds of motion
pictures, television, music and live events. Alliance executes all the programs
they create while pairing clients with some of the world's most popular
entertainers, entertainment properties and brands. Major brands: Cover Girl,
Motorola, Clairol, Hasbro, Mercedes Benz, Pantene, Pepsi-Cola, Max Factor,
Pringles, American Express and MGM Mirage.

U.S. HISPANIC MARKETING (www.winglatino.com)
--------------------
WING Latino Group is one of the largest agencies in the US focused on the
fast-growing Hispanic population. Major clients: P&G, Panasonic, Diageo, Kmart,
IBM and Boehringer Ingelheim.

PEOPLE. In every region, outstanding people joined us in key management
positions. In North America, we energized our creative drive at Grey Worldwide
when Tim Mellors, who had been Chief Creative Officer of Grey London in the late
'90s, rejoined us as Chief Creative Officer, and Chris Shumaker came from the
Martin Agency as EVP/Business Development.

In the EMEA region, we enriched London's creative flair by promoting Executive
Creative Director David Alberts to the new position of Chairman/ECD, and
appointing Karen Ellis to the new position of European Creative Director/Beauty.

Other significant European appointments: Carl Erik Kjaersgaard to CEO/Nordic
region, Frank Dopheide to Chairman/Chief Creative Director of Grey Dusseldorf,
Stefan Knieff to CEO of Grey Synchronized Partners in Germany and Dik Kliks to
the new position of General Manager, Grey Cells, the Netherlands.

In Asia-Pacific, we significantly strengthened regional leadership with the
appointment of Mike Amour, previously EVP/Global Account Director on Mars, to
CEO of GGG Asia Pacific, Martin Randall to head Grey Synchronized Partners, and
Kenny Wong to head GGG Shanghai. We relaunched GGG Singapore under Chris Leong
with Phil Mulholland as SVP/Business Development and Tay Guan Hin as Executive
Creative Director.

In Latin America, we appointed Francisco Garcia-Huidobro to lead Grey Chile and
Enrique del Azar to lead Grey Worldwide Argentina.

And as we welcome a new generation of talent, we are also saying farewell to two
Grey legends. Vice Chairman/General Manager Bob Berenson and Vice Chairman/Chief
Creative Officer Steve Novick recently announced their retirements, Bob after 40
years and Steve after 38. They have been two of my closest advisors and helped
make Grey the powerhouse it is today. We thank them for their extraordinary
contributions.

* * *

In summary, 2004 was a year of achievement and anticipation. I have every
confidence we can continue to grow. I also believe our new relationship with WPP
will make us stronger. In my view, our greatest strength is you--your remarkable
talent and your ability to build our clients'

brands and advance their fortunes. Your imagination and passion continue to
inspire me after 48 years at Grey. Have a wonderful holiday and a happy and
prosperous New Year.