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                      SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

       

                                  FORM 8-K

                              CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported):  December 13, 1994
                                                       -----------------

                           GREY ADVERTISING INC.
- ------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)

       Delaware                      0-7898              13-5563596       
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 (State or Other Jurisdiction of   (Commission)        (I.R.S. Employer 
 Incorporation)                     File Number)       Identification No.)

    777 Third Avenue, New York, New York                               10017
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    (Address of Principal Executive Offices)                         (Zip Code)

    Registrant's telephone number, including area code          (212) 546-2000  
                                                                --------------
                                    N/A                                   
- -------------------------------------------------------------------------------
    (Former Name or Former Address, if Changed Since Last Report)

                     INDEX TO EXHIBITS APPEARS ON PAGE 4


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          Item 5.   Other Events
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                    On December 13, 1994, Grey Advertising Inc.
          ("Grey") announced that it will be taking a non-cash
          write-off almost entirely of goodwill associated with
          past acquisitions.  The amount of the write-off is
          expected to be in the range of $35,000,000 to $40,000,000
          (or between $27.00 and $31.00 per share) on an after-tax
          basis.  As a result of the write-off, Grey will record a
          substantial loss for the year 1994.

                    Grey also announced that the Board of Directors
          increased the annual dividend payout from $3.25 to $3.50
          per share.  The increased rate will be effective with the
          quarterly dividend ($.875 per share) payable on December
          29, 1994 to holders of record on December 22, 1994.

                    A copy of the press release is filed as an
          exhibit hereto and is incorporated herein by reference.

          Item 7.   Financial Statements, Pro Forma 
                    Financial Information and Exhibits.
                    -----------------------------------
                    The following exhibit is filed herewith:

                    1.  Press release dated December 13, 1994


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                                  Signatures
                                  ----------
                Pursuant to the requirements of the Securities
          Exchange Act of 1934, the Registrant has duly caused this
          report to be signed on its behalf by the undersigned
          thereunto duly authorized.

          Dated:  December 16, 1994

                                        GREY ADVERTISING INC.

                                        By:    /s/ Steven G. Felsher
                                            ------------------------
                                        Name:      Steven G. Felsher
                                        Title:     Principal Financial Officer
                                                
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                                    Exhibit Index
                                    -------------
                                                            Sequentially
                                                              Numbered
    Exhibit                     Description                    Page    
    -------                     -----------                 -------------
    99.1                        Press Release, dated        
                                December 13, 1994                5
                                




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