EXHIBIT 3.01

                           CERTIFICATE OF AMENDMENT

                                     TO

                    RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                            GREY ADVERTISING INC.

                                                                
                          PURSUANT TO SECTION 242 OF
             THE GENERAL CORPORATION LAW OF THE STATE OF DELWARE
                                                                

                 Pursuant to the provisions of Section 242 of the
          General Corporation Law of the State of Delaware, the
          undersigned Executive Vice President, Secretary and
          Treasurer of Grey Advertising Inc. does hereby certify:

               FIRST:    That the name of the corporation is GREY
          ADVERTISING INC.

               SECOND:   Subparagraph B.III(D)(9) of Article Fourth
          of the Restated Certificate of Incorporation of the
          Corporation is hereby amended to read as set forth below:

                     All outstanding shares of Class B Common
               Stock will automatically convert into shares of
               Common Stock on April 3, 2006.  Upon such
               conversion, certificates evidencing previously
               outstanding shares of Class B Common Stock will
               thereafter be deemed to evidence a like number
               of shares of Common Stock.  None of the
               provisions of this subparagraph (9) may be
               amended, altered, supplemented or repealed
               without the affirmative vote of the holders of
               the Common Stock, of the Class B Common Stock
               and of each series of the Preferred Stock
               entitled to vote and outstanding on the
               Distribution Record Date.

               THIRD:    This amendment to the Restated Certificate
          of Incorporation has been duly adopted in accordance with
          the provisions of Section 242 of the General Corporation
          Law of the State of Delaware.

               IN WITNESS WHEREOF, I hereunto sign my name and
          affirm that the statements made herein are true under the
          penalties of perjury, this 11th  day of October, 1995.

                                      /s/ Stephen G. Felsher   
                                      _________________________
                                      Steven G. Felsher
                                      Executive Vice President,
                                        Secretary and Treasurer